Common use of Cash Management Clause in Contracts

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower Each Loan Party shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services instruct all Account Debtors of such Loan Party to remit all payments in respect of any Account on which such Account Debtor is obligated to a type and on terms reasonably satisfactory “P.O. Box” or “Lockbox Address” associated with a deposit account subject to Agent at one or more of the banks set forth on Schedule 2.7(a) a Blocked Account Agreement (each, a “Cash Management BankPayment Account”), which remittances shall be collected by the depository institution at which such “P.O. Box” or “Lockbox Address” is maintained and shall request deposited in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management BankPayment Account, and (ii) except with respect to Excluded Accounts, Transition Accounts and the Operating Account, cause each deposit or cause account held by such Loan Party (including, without limitation, each Payment Account) to become subject to a Blocked Account Agreement pursuant to which (without limiting the terms thereof) all amounts on deposit and available at the close of each Business Day in such deposit account shall be swept to an account designated by the Collateral Agent (the “Collection Account”), with such sweep instructions to be deposited promptlyirrevocable unless otherwise agreed to by the Collateral Agent and (iii) cause the Operating Account to become subject to a Blocked Account Agreement pursuant to which (without limiting the terms thereof) the Collateral Agent may, upon the occurrence and in any event no later than during the first Business Day after continuance of an Event of Default, exercise full dominion over such account and sweep all funds on deposit therein to the date of receipt thereofCollection Account. Without limiting the foregoing, all of their Collections (including those sent directly amounts received by their Account Debtors to a Borrower or one any of its Subsidiaries) Subsidiaries in respect of any deposit account (or by the depository institution at which such account is held), in addition to all other cash received from any other source, shall upon receipt be deposited into a bank account in Agent’s name (a “Cash Management Account”) at one such deposit account. Each Loan Party agrees that it will not cause proceeds of the Cash Management Banks; provided that (i) the Borrower may keep up any deposit accounts to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accountsbe otherwise redirected. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all All collected amounts received in the applicable Cash Management Collection Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction shall be distributed and applied on a daily basis in accordance with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issuedSection 2.10(b). (c) So long as no Default If any cash or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that cash equivalents owned by any Loan Party (other than (i) such prospective Cash Management Bank shall be reasonably satisfactory de minimis cash or cash equivalents from time to Agenttime inadvertently misapplied by any Loan Party, and (ii) prior any funds which are held by any Borrower and any of their respective Subsidiaries on behalf of any customer in the ordinary course of business and (iii) any funds which are held by any Borrower and any of their respective Subsidiaries in an Excluded Account or, subject to the time terms of the opening of such Cash Management this Agreement, a Transition Account, Borrower (in each case, in the ordinary course of business) are deposited to any account, or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (held or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and invested in any event within 30 days of notice from manner, otherwise than in a deposit account subject to a Blocked Account Agreement in compliance with Section 5.12(a), then the Collateral Agent (or shall be entitled to require the applicable Loan Party to close such longer period as the Agent may reasonably agree; but account and have all funds therein transferred to an account subject to a Blocked Account Agreement in no event later than 60 days after compliance with Section 5.12(a), and to cause all future deposits to be made to such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentaccount. (d) The Cash Management Accounts Collection Account shall at all times be under the sole dominion and control of the Collateral Agent. Each Loan Party hereby acknowledges and agrees that (x) such Loan Party has no right of withdrawal from the Collection Account, (y) the funds on deposit in the Collection Account shall at all times continue to be collateral security for all of the obligations of the Loan Parties hereunder and under the other Loan Documents, and (z) the funds on deposit in the Collection Account shall be cash collateral accounts subject applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 5.12, any Loan Party receives or otherwise has dominion and control of any proceeds or collections required to Control Agreementsbe transferred to the Collection Account, such proceeds and collections shall be held in trust by such Loan Party for the Collateral Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall promptly be deposited into the Collection Account or dealt with in such other fashion as such Loan Party may be instructed by the Collateral Agent.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish All proceeds of assets of the Credit Parties and maintain cash management services of any other amounts payable to any Credit Party at any time, shall be deposited by such Credit Parties into either (A) a type and collection account designated as such on terms Schedule 5(a) to the Perfection Certificate established at a bank reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (eacheach such bank, a “Cash Management Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrowers and be acceptable to Agent or (B) a collection account established at PNC for the deposit of such proceeds (all such accounts in clauses (A) and (B), and the “Collection Accounts”). Each Credit Party shall request in writing and otherwise take such reasonable steps deliver to ensure that all of its and its Subsidiaries’ Agent on the Closing Date a Deposit Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerControl Agreement, in form and substance reasonably acceptable satisfactory to Agent. Each Agent in its Permitted Discretion, with respect to each Collection Account which shall be in “springing” form permitting Credit Parties to access and use such Cash Management Agreement shall provideCollection Accounts unless and until a “notice of sole control” (such notice, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the similar notice described in any applicable Cash Management Deposit Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (Control Agreement an “Activation InstructionNotice”), the Cash Management Bank will forward ) is issued by daily sweep all amounts in the applicable Cash Management Account Agent to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and bank at which such Collection Account is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Accountmaintained; provided, howeverthat, Agent shall not issue such an Activation Notice except during a Dominion Period and shall revoke such Activation Notice if, subsequent thereto, the Dominion Period shall have ended. Upon issuance of an Activation Notice, such Deposit Account Control Agreements shall provide that all available funds in each Collection Account will be transferred, on each Business Day, to Agent, either to any account maintained by Agent at such bank or by wire transfer to appropriate account(s) of Agent, and otherwise be in form and substance (iincluding as to the extent of offset and statutory lien rights) such prospective Cash Management Bank shall be reasonably satisfactory to Agent. All funds deposited in such Collection Accounts during a Dominion Period shall immediately become the property of Agent and be applied to the outstanding Advances. Neither Agent nor any Lender assumes any responsibility for such collection account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank maintaining a Collection Account. (ii) prior Notwithstanding anything to the time of the opening of such Cash Management Account, Borrower (contrary herein or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Other Document, Credit Parties shall ensure that Agent (or such longer period as does not receive, whether by deposit to the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Collection Accounts or Agent’s liability under otherwise, any Cash Management Agreement with such Cash Management Bank is no longer acceptable funds from any Customer located in Agent’s reasonable judgmenta Sanctioned Country. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) Within 10 days after the Closing Date (subject to any extension as may be agreed by the Agent), the Borrower shall establish and maintain cash management services of a type and on terms Designated Deposit Accounts in the Borrower’s name with one or more financial institutions selected by the Borrower, reasonably satisfactory to the Agent at one or more of and located in the banks set forth on Schedule 2.7(aUnited States (the “Collection Banks”). (ii) Within 90 days after the Closing Date (eachsubject to any extension as may be agreed by the Agent), a “the Borrower, the Agent and the Collection Banks will enter into Cash Management Bank”)Control Agreements with respect to all Designated Deposit Accounts then in existence, and shall request in writing thereafter will maintain, separate Cash Management Control Agreements with respect to all Designated Deposit Accounts and otherwise take such reasonable steps any other deposit account from time to ensure time owned by the Borrower; provided, that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to if such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day Control Agreements are not obtained within 90 days after the date of receipt thereofClosing Date (subject to any extension as may be agreed by the Agent), all of their Collections (including those sent directly by their Account Debtors the Borrower shall be required to Borrower move such Designated Deposit Accounts to the Agent or one of its Subsidiaries) into a bank account in Agent’s name (a “such other Collection Bank that has executed such Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit AccountsControl Agreements. (biii) Each Cash Management Bank The Borrower shall, or shall establish cause the Originators to, instruct all Account Debtors of the Borrower to remit all payments to a Designated Deposit Account. All amounts received by the Borrower and maintain Cash Management Agreements with Agent and Borrowerany Collection Bank, in form and substance reasonably acceptable respect of any Account, in addition to Agent. Each such Cash Management Agreement shall provide, among all other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or cash received from any other claim against source, shall promptly upon receipt be deposited or swept into a Designated Deposit Account. The Borrower may close deposit accounts at any Collection Bank and/or open new deposit accounts at any Collection Bank, subject (in the applicable Cash Management Account other than for payment case of its service fees and other charges directly related opening any new deposit account) to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent contemporaneous (or such longer period as the Agent may reasonably agree; but ) execution and delivery to the Agent of a Cash Management Control Agreement consistent with the provisions of this Section 2.21 and otherwise reasonably satisfactory to the Agent. (b) So long as no Dominion Period then exists in respect of which the Agent has delivered notice thereof as contemplated by the definition thereof, the Borrower shall be permitted to withdraw Cash and Cash Equivalents from Controlled Accounts to be used for working capital and general corporate purposes. If a Dominion Period exists and Agent has delivered notice thereof as contemplated by the definition thereof, all collected amounts held in the Controlled Accounts shall be applied as provided in Section 2.21(c). (c) Each Cash Management Control Agreement relating to a Controlled Account shall include provisions that allow, during any Dominion Period, for all collected amounts held in such Controlled Account from and after the date requested by the Agent to be sent by ACH or wire transfer or similar electronic transfer no event later less frequently than 60 days after such notice is givenonce per Business Day to one or more accounts maintained with the Agent (each, an “Agent Deposit Account”). Subject to the terms of the respective Security Document, during any Dominion Period, all amounts received in an Agent Deposit Account shall be applied (and allocated) that by the creditworthiness Agent on a daily basis in the following order: (i) first, (A) to the payment of any Cash Management Bank fees, indemnities, costs, expenses and other amounts due and payable to the Agent, in its capacity as such, under any of the Loan Documents and (B) to repay or prepay outstanding Loans advanced by the Agent on behalf of the Lenders pursuant to Section 2.1(c); (ii) second, to the extent all amounts referred to in preceding clause (i) have been paid in full, (A) to pay (on a ratable basis) all accrued and unpaid interest due and payable on the Loans and (B) to pay any fees, indemnities, costs, expenses and other amounts (other than principal) due and payable to the Lenders in their respective capacities as such, under any of the Loan Documents with respect to the Loans; (iii) third, to the extent all amounts referred to in preceding clauses (i) and (ii), inclusive, have been paid in full, to repay (on a ratable basis) the outstanding principal of Loans (whether or not then due and payable); (iv) fourth, to the extent all amounts referred to in preceding clauses (i) through (iii), inclusive, have been paid in full, to pay (on a ratable basis) all other outstanding Obligations then due and payable to the Secured Parties under any of the Loan Documents; and (v) fifth, to the extent all amounts referred to in preceding clauses (i) through (iv) inclusive, have been paid in full and so long as no Event of Default then exists, to be returned to the Borrower for the Borrower’s own account. Notwithstanding the foregoing, it is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable understood and in any event within 60 days of notice from Agent agreed that (or such longer period as I) all Controlled Accounts may be subject to Liens permitted by Section 6.3(f) (it being understood that the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank establish a Reserve with respect to Cash Management Accounts any such Lien if such Lien constitutes a First Priority Priming Lien) and (II) (x) if any fees are expressly permitted to be charged by the applicable bank or Agent’s liability under credit card or other merchant processor to the Borrower pursuant to the terms of any Cash Management Agreement with applicable agreement in connection therewith or (y) if any sales draft or sales transaction (or similar item) previously credited to a Controlled Account are returned to the applicable bank or processor, as applicable, such Cash Management Bank is no longer acceptable bank or processor may, in Agent’s reasonable judgmenteach case, to the fullest extent permitted by the applicable agreement or law, withdraw funds from such Controlled Account in the full amount of such fees or such returned item. (d) The Cash Management Accounts Subject to the terms and conditions of Section 9.3, all costs and expenses to effect the foregoing (including reasonable legal fees and disbursements of counsel) shall be cash collateral paid by the Borrower. (e) Agent agrees that immediately upon the termination of the Dominion Period it shall stop transferring amounts from the Controlled Accounts to accounts subject maintained with the Agent pursuant to Control Agreementsthis Section 2.21, and the Borrower shall be permitted to withdraw Cash and Cash Equivalents from Controlled Accounts to be used for Permitted Payments. (f) If at any time payment is received into any Designated Deposit Account or Controlled Account pursuant to Section 3.3 of the Sale Agreement, the Agent may, in its sole discretion, apply all such funds to the payment of any outstanding Obligations in accordance with Section 2.21(c) regardless of whether or not any Dominion Period then exists.

Cash Management. (a) Borrower Subject to Section 3.6(b), Borrowers shall and shall cause each of its their Restricted Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their Restricted Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower Borrowers or one of its their Restricted Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions (each, a “Cash Disposition Instruction”), originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by a Borrower or its SubsidiariesRestricted Subsidiary, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon at any time after which the instruction of Agent so instructs such Cash Management Bank (an a “Activation Cash Sweep Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account until such time (if any) as Agent notifies it that the Cash Sweep Instruction is terminated pursuant to the last sentence of this Section 2.7(b); and (iv) if clause (iii) is not applicable, then Agent shall direct the Cash Management bank to immediately transfer all such amounts to Borrowers’ Designated Account. Agent agrees not to may issue a Cash Sweep Instruction or Cash Disposition Instruction only on or after any date that: (x) an Activation Event of Default shall have occurred and be continuing or (y) the Borrowers’ average Excess Availability during any consecutive 30-day period is less than $10,000,000. Agent shall terminate a Cash Sweep Instruction with respect by issuing new instructions to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Bank within three (3) Business Days after Borrowers’ average Excess Availability during any consecutive 30-day period exceeds $10,000,000; provided, however, that in no event shall Agent be required to terminate a Cash Sweep Instruction is issuedmore than three (3) times during any consecutive twelve (12) month period. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its Restricted Subsidiary, as applicable) , and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower Borrowers (or its their Restricted Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 45 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 75 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements. (e) Notwithstanding anything to the contrary contained herein, Agent acknowledges that the Cash Management Accounts may contain from time to time Trust Funds (as defined below), which, by law, Borrowers and their Subsidiaries are required to collect and remit from time to time but which, pending such remittance, shall be contained or held in the Cash Management Accounts. Upon Agent’s delivery of a Cash Sweep Instruction, Cash Disposition Instruction or any other exercise of control by Agent under a Control Agreement or a Cash Management Agreement, Agent agrees to notify Borrowers and their Subsidiaries of such exercise (which notice may be by delivery of a copy of such Cash Sweep Instruction, if any). Upon receipt of such notice, Borrowers and their Subsidiaries shall send written notice to Agent certifying the type and amount of any Trust Funds contained or held in the Cash Management Accounts. Within 3 Business Days after receipt of such notice by Agent, Agent shall remit the amount of the Trust Funds to Borrowers and their Subsidiaries for payment to the appropriate Person; provided, that, during such 3 Business Day period, Agent shall have the right to ask for further clarification, verification or other supporting documentation with respect to any such type or amount certified by Borrowers or their Subsidiaries as constituting Trust Funds and Agent shall not be required to remit the amount of such Trust Funds so certified unless and until Agent is reasonably satisfied as to such clarification, verification or other supporting documentation. For the purposes of this Agreement, “Trust Funds” means all funds held by Borrowers and their Subsidiaries, as a fiduciary, all taxes required to be collected or withheld (including, without limitation, federal and state withholding taxes (including the employer’s share thereof), taxes owing to any governmental unit thereof, sales, use and excise taxes, customs duties, import duties and independent customs brokers’ charges), other taxes for which Borrowers and their Subsidiaries may become liable, and accrued and unpaid employee compensation (including salaries, wages, benefits and expense reimbursements).

Cash Management. (a) Borrower Subject to Section 3.6(f), the Loan Parties shall and shall cause each of its their Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their respective Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower the Loan Parties or one of its their respective Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrowerthe applicable Loan Party, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower the applicable Loan Party or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (the applicable Loan Party or its Subsidiary, as applicable) , and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower The Loan Parties (or its their Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Holdings and Borrower shall and shall cause each of its their respective Domestic Subsidiaries (to the extent such Subsidiaries have Deposit Accounts) to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Domestic Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to a Cash Management Account at such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Holdings, Borrower or one of its their respective Domestic Subsidiaries) into a bank account in Agent’s name subject to a Control Agreement (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements and Control Agreements with Agent and BorrowerHoldings, Borrower and their respective Domestic Subsidiaries (to the extent such Subsidiaries have Deposit Accounts), each in form and substance reasonably acceptable to AgentAgent pertaining to each Cash Management Account. Each such Cash Management Agreement and Control Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in Cash Management Accounts at such Cash Management Account Bank without further consent by Holdings, Borrower or its their respective Subsidiaries, as applicable, applicable and (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, payment or such other items approved by Agent. Each such Cash Management Agreement and (iii) Control Agreement shall also provide that upon the instruction receipt by the applicable Cash Management Bank of Agent Agent’s written instructions (an in each case, a “Activation InstructionSweep Notice”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to Accounts at such Cash Management Bank shall be swept into the Agent’s Account. Agent agrees Account (provided that solely during periods in which no Event of Default has occurred and is continuing, up to $2,000,000 in the aggregate of funds maintained in Deposit Accounts of Savvis Federal shall not be subject to issue an Activation Instruction with respect such sweep) and a standing instruction to the sweep daily all amounts in such Cash Management Accounts into the Agent’s Account shall be effective. Notwithstanding the preceding two sentences, no Sweep Notice shall be provided by the Agent unless (i) Excess Availability plus Qualified Cash held by a Bank Product Provider is less than $7,000,000 at any time or (ii) an Event of Default has occurred and is continuing continuing. There shall be no limit on the number of Sweep Notices Agent may deliver. No more than three (3) times in any 12 month period, Borrower may request in writing to terminate the daily sweep into the Agent’s Account (a “Sweep Termination Request”). Agent shall agree to end the daily sweep into the Agent’s Account if Borrower has provided sufficient evidence in the Sweep Termination Request that Excess Availability plus Qualified Cash held by a Bank Product Provider (i) exceeds $7,000,000 and no Event of Default is in existence on the date of the Sweep Termination Request and (ii) exceeded $7,000,000 at all times during the time such Activation Instruction is issuedmost-recent 30 day period. Nothing herein shall prevent Agent from delivering additional Sweep Notices subject to the terms of this Section 2.7(b) after a daily sweep has been terminated after the delivery of a Sweep Termination Request related to a previous Sweep Notice. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Holdings, Borrower (or its Subsidiary, as applicable) their applicable Subsidiary and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management AgreementAgreement and Control Agreement in accordance with clause (b) above. Holdings, Borrower (or its Subsidiaries, as applicable) their applicable Subsidiary shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish All proceeds of assets of the Borrowers and maintain cash management services of any other amounts payable to any Borrower at any time, shall be deposited by such Borrowers into either (A) during the period prior to the ninetieth (90th) day after the Closing Date, a type and collection account designated as such on terms Schedule 5.31 established at a bank reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (eacheach such bank, a “Cash Management Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrowers and be acceptable to Agent or (B) a collection account established at PNC for the deposit of such proceeds (all such accounts in clauses (A) and (B), and the “Collection Accounts”). Each Borrower shall request in writing and otherwise take such reasonable steps deliver to ensure that all of its and its Subsidiaries’ Agent a Deposit Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerControl Agreement, in form and substance reasonably acceptable satisfactory to Agent. Each Agent in its Permitted Discretion, with respect to each Collection Account which shall be in “springing” form permitting Borrowers to access and use such Cash Management Agreement shall provideCollection Accounts unless and until a “notice of sole control” (such notice, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the similar notice described in any applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (control agreement an “Activation InstructionNotice”), the Cash Management Bank will forward ) is issued by daily sweep all amounts in the applicable Cash Management Account Agent to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and bank at which such Collection Account is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Accountmaintained; provided, howeverthat, Agent shall not issue such an Activation Notice except after the occurrence and during the continuance of a Dominion Event and shall revoke such Activation Notice if, subsequent thereto, the Dominion Period commenced by such Dominion Event shall have ended. Upon issuance of an Activation Notice, such Deposit Account Control Agreements shall provide that all available funds in each Collection Account will be transferred, on each Business Day, to Agent, either to any account maintained by Agent at such bank or by wire transfer to appropriate account(s) of Agent, and otherwise be in form and substance (iincluding as to the extent of offset and statutory lien rights) such prospective Cash Management Bank shall be reasonably satisfactory to Agent. All funds deposited in such Collection Accounts during the effectiveness of a Dominion Period shall immediately become the property of Agent and be applied to the outstanding Advances. Neither Agent nor any Lender assumes any responsibility for such collection account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank maintaining a Collection Account. (ii) prior Notwithstanding anything to the time of the opening of such Cash Management Account, Borrower (contrary herein or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Other Document, Borrowers shall ensure that Agent (or such longer period as does not receive, whether by deposit to the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Collection Accounts or Agent’s liability under otherwise, any Cash Management Agreement with such Cash Management Bank is no longer acceptable funds from any Customer located in Agent’s reasonable judgmenta Sanctioned Country. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of Within the banks time period set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not Collateral and Guarantee Requirement and subject to the foregoing Collateral and Guarantee Requirement, each Loan Party shall enter into Control Arrangements over each Deposit Account and Investment Account (iiother than any Excluded Account) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accountsmaintained by such Loan Party. (b) Each Cash Management Bank Commencing on June 30, 2019 (or such later date as the Administrative Agent shall establish and maintain Cash Management Agreements with Agent and Borroweragree in its reasonable discretion), in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement each Loan Party shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicableensure that all payments made to it are made directly to deposit accounts that are Controlled Deposit Accounts, (ii) the Cash Management Bank deposit any cash that it otherwise has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related receives from time to the administration of time into such Cash Management Account and for returned checks or other items of payment, Controlled Deposit Accounts and (iii) upon the instruction deposit all of its cash equivalents in securities accounts that are Controlled Securities Accounts. The Administrative Agent shall have (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction as applicable) springing control with respect to the Cash Management Controlled Deposit Accounts unless an Event of Default has occurred and pursuant to the Control Arrangements governing such accounts. The requirements set forth in this Section 5.16(b) shall not apply to cash that is continuing at the time such Activation Instruction is issuedpermitted to be held in Excluded Accounts or any cash or securities described in Section 5.10(g)(A)(viii). (c) No later than at the end of each Business Day, but solely during a Cash Dominion Period, each Controlled Deposit Account shall be swept into, and all amounts contained in such accounts shall be credited to, the Cash Collateral Account. (d) During a Cash Dominion Period, the Administrative Agent (at the direction of the Required Lenders) may apply all amounts on deposit in the Cash Collateral Account against the Obligations of the applicable Borrower that are then due and payable to the Agents, the Lenders and the other Secured Parties, in the order of application provided for in Section 2.16. So long as no Default or Event of Default has is continuing hereunder, the Administrative Agent (at the direction of the Required Lenders) may release funds in the Cash Collateral Account to the Controlled Deposit Account specified by the Lead Borrower on a daily basis. The Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any investment or income of any funds in the Cash Collateral Account. To the extent a Cash Dominion Period shall have occurred and is continuing, Borrower may amend Schedule 2.7(ano Loan Party and no Person claiming on behalf of or through any Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time (without the consent of the Required Lenders) prior to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) the cure, termination or waiver of such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and Dominion Period or (ii) prior to the time termination of all Commitments and the opening payment in full of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentall Obligations. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower Subject to Section 3.6(b), Borrowers shall and shall cause each of its their Restricted Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their Restricted Subsidiaries’ ' Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower Borrowers or one of its their Restricted Subsidiaries) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions (each, a "Cash Disposition Instruction"), originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by a Borrower or its SubsidiariesRestricted Subsidiary, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon at any time after which the instruction of Agent (an “Activation Instruction”), the so instructs such Cash Management Bank (a "Cash Sweep Instruction"), it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account until such time (if any) as Agent notifies it that the Cash Sweep Instruction is terminated pursuant to the last sentence of this Section 2.7(b); and (iv) if clause (iii) is not applicable, then Agent shall direct the Cash Management bank to immediately transfer all such amounts to Borrowers' Designated Account. Agent agrees not to may issue an Activation a Cash Sweep Instruction with respect to the or Cash Management Accounts unless Disposition Instruction only on or after any date that: an Event of Default has shall have occurred and is continuing at the time such Activation Instruction is issuedbe continuing. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its Restricted Subsidiary, as applicable) , and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower Borrowers (or its their Restricted Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 45 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 75 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Subject to Section 3.6(b), the Cash Management Accounts shall be cash collateral accounts subject to Control Agreements. (e) Notwithstanding anything to the contrary contained herein, Agent acknowledges that the Cash Management Accounts may contain from time to time Trust Funds (as defined below), which, by law,

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”)it will forward, the Cash Management Bank will forward by daily sweep sweep, all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Each Cash Management Accounts Account shall be a cash collateral accounts account subject to a Control AgreementsAgreement.

Cash Management. (a) Borrower Companies shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerCompanies, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) or (b) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Companies and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) Companies shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Companies are hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one Fleet National Bank, N.A. or more of such other bank which is satisfactory to Agent in its Permitted Discretion (the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”"CASH MANAGEMENT BANK"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s 's name (a “Cash Management Account”"CASH MANAGEMENT ACCOUNT") at one of the Cash Management Banks; provided Bank. Upon the request of Agent after the occurrence of an Event of Default, Borrower shall request in writing and otherwise take such reasonable steps to ensure that (i) all of its Account Debtors and Makers forward payment of the amounts owed by them to Borrower may keep up directly to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accountssuch Cash Management Bank. (b) Each The Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all available amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts Account shall be a cash collateral accounts subject account, with all cash, checks and similar items of payment in such account securing payment of the Obligations, and in which Borrower is hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) An operating account for each Project (each a “Collections Account”) is held at Depositary Bank. Borrower shall and shall cause each of its Subsidiaries to has (i) establish entered into the Pledge of Accounts pursuant to which Xxxxxxxx’s rights in and to the Collections Accounts are pledged to Lender, subject to the rights of tenants with respect to their respective security deposits held in the Collections Accounts and (ii) entered into the Collections Account DACA with Xxxxxx and Depositary Bank. Provided no Event of Default or other Cash Sweep Trigger (as defined below) exists, Borrower may, from time to time, transfer funds in the Collections Account for the payment of Operating Expenses at the applicable Project and use such Collections Accounts as operating accounts. If (A) an Event of Default exists or (B) the Projects fail to maintain cash management services an aggregate Debt Yield of a type and on terms reasonably satisfactory to Agent at one or more no less than 7.75% as of the banks set forth on Schedule 2.7(a) any calendar quarter Test Date (each, a “Cash Management BankSweep Trigger”), Lender shall have the right to issue a Redirection Notice and shall request in writing and otherwise immediately thereafter take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment control of the amounts owed by them directly Collections Accounts, thereby suspending Borrower’s access to such and right of withdrawal from the Collections Accounts. Upon issuing a Redirection Notice, Lender shall, pursuant to the Collections Account DACA, cause Depositary Bank to sweep funds from the Collections Account to (x) prior to the execution of a Cash Management BankAgreement, an account designated by Lender in its sole discretion and (iiy) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date execution of receipt thereofa Cash Management Agreement, all of their Collections the Cash Management Account, as defined therein (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a the “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts). (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerLender may, in form its discretion and substance reasonably acceptable in any order, apply or disburse funds swept from the Collections Account pursuant to Agent. Each such Cash Management Agreement shall provideSection 2.9(a) above for (1) the payment of escrow deposits into the Tax and Insurance Reserve Fund then required pursuant to Section 2.6(d) or impounds required pursuant to Section 3.4, among if any, (2) Debt Service on account of the Loan then due and payable, (3) other thingsamounts due and payable to Lender pursuant to the applicable terms and provisions of the Loan Documents, that (i) including, without limitation, deposits to Reserve Funds required hereunder and the customary and reasonable cash management servicing fees associated with establishment and/or administration of the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”sub-account thereof), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or After an Event of Default has occurred and is continuingor Cash Sweep Trigger, Borrower may amend Schedule 2.7(a) shall cooperate, and shall cause Property Manager to add or replace cooperate, with Lender and Cash Management Bank to execute a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to Agreement governing the time application and/or disbursements of funds from the opening of such Cash Management Account, Borrower (or which shall be on a form acceptable to Lender in its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent sole discretion. Upon execution of a Cash Management Agreement. Borrower (, provided no Event of Default exists, Lender may apply or its Subsidiaries, as applicable) shall close any of its disburse funds from the Cash Management Accounts Account to fund (i) expenses described in Section 2.9(b) above and establish replacement cash management accounts other Operating Expenses in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentmost recent operating budget approved by Lender pursuant to Section 7.4 hereof, or (ii) as promptly as practicable and otherwise specified in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentAgreement. (d) The If no Event of Default or Cash Sweep Trigger exists, Lender shall send a notice to Depositary Bank and return control of the Collections Accounts to Borrower provided that either (i) the Projects have achieved an aggregate Debt Yield of not less than 7.85% for a period of two (2) consecutive calendar quarters (provided, that, if all or a portion of the amounts on deposit in any Account are used in the calculation to satisfy the requirements of Section 8.16, then such portion shall be deposited with Lender as a cash reserve) or (ii) Borrower indefeasibly pays and performs the Obligations in full (either, a “Cash Sweep Cure Event”). (e) While an Event of Default exists, Lender may apply any sums then held in the Collections Accounts or the Cash Management Account (other than funds held in the security deposit subaccount, if any) in accordance with Section 2.3(e) above. Until expended or applied, amounts held in the Collections Accounts or the Cash Management Account (other than funds held in any lease security deposit subaccount) shall be cash collateral accounts subject to Control Agreementsconstitute additional security for the Obligations.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) prior to the Closing Date, establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks bank set forth on Schedule 2.7(a) (each, a “the "Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors and each of the other Obligors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) from and after the Closing Date, continue its historical practice of requiring each of its Subsidiaries to remit to Borrower all cash and Cash Equivalents of such Subsidiaries when the amount of cash and Cash Equivalents of each such Subsidiary, in the aggregate for each such Subsidiary equals $50,000 (other than amounts expected to be expended within the next 5 Business Days) and arrange to have such excess amounts remitted directly to the Cash Management Bank, and (iii) from and after the Closing Date, deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower the Cash Management Bank and excluding those resulting from a Permitted Disposition or one of its SubsidiariesPermitted Swap, which Collections shall be remitted to Agent in accordance with Section 2.2) into a bank account in Agent’s name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit AccountsBank. (b) Each The Cash Management Bank shall establish and maintain a Cash Management Agreements Agreement with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction receipt of written notice from Agent (an “Activation Instruction”), to the Cash Management Bank Bank, it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Anything contained herein into the contrary notwithstanding, Agent agrees that it shall not to issue an Activation Instruction with respect provide the above-described notice to the Cash Management Accounts Bank unless an and until a Triggering Event of Default has occurred and is continuing at a time when Advances or Letters of Credit are outstanding. Once a Triggering Event has occurred and is continuing at a time when Advances or Letters of Credit are outstanding, Agent shall be free to exercise its right to issue such notice and the time subsequent elimination of the subject Triggering Event shall not eliminate the effectiveness of such Activation Instruction is issuednotice. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrower is hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish The Borrowers, individually or through the Company, shall have each established and shall maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of lockboxes (each a "Lockbox") with financial institutions, including Wachovia, selected by the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), Company and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agentthe Agent (each a "Lockbox Bank") and shall instruct all account debtors on the Accounts of each Borrower to remit all payments to its respective Lockboxes. Each such Cash Management Agreement shall provideExcept for the De Minimus Accounts, among all amounts received by the Borrowers from any account debtor, in addition to all other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or cash received from any other claim against source including but not limited to proceeds from asset sales and judgments, shall be promptly deposited into the applicable Cash Management Lockbox Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”as defined below), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that if an "Event of Default" under the Senior Secured Note Indenture (ias in effect on the date hereof) such prospective Cash Management Bank shall have occurred and be continuing, sale proceeds from the sale of Rental Machinery and Equipment shall be reasonably satisfactory permitted to Agent, and be transferred to the collateral agent for the Senior Secured Notes as such collateral agent shall direct. (ii) prior to Each Borrower, individually or through the time of Company, the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Agent and such prospective Cash Management each Lockbox Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any enter into three party agreements in the form of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (Exhibit I hereto or such longer period other form as the Agent may reasonably agree; but shall approve (each a "Lockbox Agreement"), providing, among other things, for the following: (A) The Borrowers, individually or through the Company, will open and establish for the benefit of the Agent on behalf of the Lenders an account at each Lockbox Bank (each a "Lockbox Account"). Notwithstanding the foregoing, in no event later than 60 days after such notice is given) that lieu of establishing a Lockbox Account with Wachovia, the creditworthiness of any Wachovia Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period Collateral Account will serve as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank Borrowers' Lockbox Account with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement the Lockboxes opened with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentWachovia. (dB) All receipts held in the Lockboxes shall be remitted daily to the appropriate Lockbox Account. All funds deposited into the Lockbox Accounts on any Business Day shall be transferred to the Wachovia Cash Collateral Account. All good funds deposited on any Business Day to the Wachovia Cash Collateral Account shall be applied by the Agent on the following Business Day to reduce the then outstanding balance of the Revolving Loans and to pay accrued interest thereon and to pay any other outstanding Obligations which are then due and payable hereunder; provided that for the purpose of determining the availability of Revolving Loans hereunder, such funds deposited into the Wachovia Cash Collateral Account shall be deemed to have reduced the outstanding Revolving Loans on the Business Day such funds were deposited into such account. All amounts received directly by the Borrowers from any account debtor, in addition to all other cash received from any other source including but not limited to proceeds from asset sales and judgments (but excluding amounts in the De Minimus Accounts), shall be held in trust by the Borrowers and promptly deposited into the applicable Lockbox Account or, if made by wire transfer, directly to the Wachovia Cash Collateral Account. (iii) All funds deposited into the Wachovia Cash Collateral Account and the Wachovia Funding Account shall immediately become the property of the Agent and the Borrowers shall obtain the agreement by the Lockbox Banks to waive any offset or recoupment rights against, or any security interest in, the funds so deposited. Except as otherwise provided in the Credit Documents, the Agent assumes no responsibility for the Lockbox arrangements, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by the Lockbox Banks thereunder. (iv) The Cash Management Accounts shall be cash collateral accounts Borrowers may close Lockboxes and/or open new Lockboxes with the prior written consent of the Agent and subject to Control Agreementsprior execution and delivery to the Agent of Lockbox Agreements consistent with the provisions of this Section 2.4(b) and in form and substance satisfactory to the Agent and its counsel.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries the Loan Parties to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at Xxxxx Fargo or one or more of the other banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiariesthe Loan Parties’ Account Debtors forward payment of the amounts owed by them directly to a Collection Account at such Cash Management BankBank that is not an Excluded Account (a “Cash Management Account”) (by wire transfer to the applicable Cash Management Bank or to a lockbox maintained by the applicable Cash Management Bank for deposit into such Collection Account), and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one a Loan Party) and proceeds of its Subsidiaries) Collateral into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank Borrower shall and shall cause each of the Loan Parties to establish and maintain Cash Management Agreements with Agent and Borrowerthe applicable Cash Management Bank, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such each applicable Cash Management Account without further consent by Borrower (or its Subsidiariesany Loan Party, as applicable), (ii) the Cash Management Bank has no waives, subordinates or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the each applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management AccountAccount and shall upon such addition or replacement provide to Agent an amended Schedule 2.7(a); provided, however, however that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior as promptly as practicable and in any event within 45 days (or such longer period as may be acceptable to the time of Agent) after the opening of such Cash Management Account, Borrower (or its Subsidiarysuch Loan Party, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiariesany Loan Party, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts Cash Management Accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 45 days of notice from Agent (or such longer period as the may be acceptable to Agent) after notice from Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in material breach of its obligations under its Cash Management Agreement with Agent’s reasonable judgment. (d) The Other than with respect to Excluded Accounts, Borrower shall not, and shall not permit the Loan Parties to, make, acquire or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Borrower or such Loan Party, as applicable, and the applicable bank or securities intermediary have entered into Cash Management Accounts shall be cash collateral accounts subject Agreements governing such Permitted Investments in order to Control Agreementsperfect (or further establish) Agent’s Liens in such Permitted Investments.

Cash Management. (a) Borrower Parent shall and shall cause each of its Subsidiaries Obligor to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesan Obligor) into a bank account in Agent’s name of such Obligor (each, a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) . Confidential treatment is being requested for portions of this document. This copy of the Borrower may keep up to $25,000 in document filed as an exhibit omits the aggregate in accounts that are not confidential information subject to the foregoing confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit AccountsExchange Commission. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrowerthe applicable Obligor, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (ia) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicablethe applicable Obligor, (iib) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iiic) upon the instruction of the Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an a Triggering Event of Default has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to promptly rescind an Activation Instruction (the “Rescission”) if: (x) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of this Agreement, and (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) the applicable Obligor and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement, in form and substance reasonably acceptable to Agent. Borrower (or its Subsidiaries, as applicable) Parent shall and shall cause each Obligor to close any of its Cash Management Accounts (and establish replacement cash management Cash Management Account accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Account Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment.; and (d) The Each Cash Management Accounts Account shall be a cash collateral accounts account subject to a Control AgreementsAgreement.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish All proceeds of assets of the Credit Parties and maintain cash management services of any other amounts payable to any Credit Party at any time, shall be deposited by such Credit Parties into either (A) a type and collection account designated as such on terms Schedule 5(a) to the Perfection Certificate established at a bank reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (eacheach such bank, a “Cash Management Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrowers and be acceptable to Agent or (B) a collection account established at PNC for the deposit of such proceeds (all such accounts in clauses (A) and (B), and the “Collection Accounts”). Each Credit Party shall request in writing and otherwise take such reasonable steps deliver to ensure that all of its and its Subsidiaries’ Agent on the Closing Date a Deposit Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerControl Agreement, in form and substance reasonably acceptable satisfactory to Agent. Each Agent in its Permitted Discretion, with respect to each Collection Account which shall be in “springing” form permitting Credit Parties to access and use such Cash Management Agreement shall provideCollection Accounts unless and until a “notice of sole control” (such notice, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the similar notice described in any applicable Cash Management Deposit Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (Control Agreement an “Activation InstructionNotice”), the Cash Management Bank will forward ) is issued by daily sweep all amounts in the applicable Cash Management Account Agent to the Agent’s Account. bank at which such Collection Account is maintained; provided, that, Agent agrees shall not to issue such an Activation Instruction with respect to Notice except upon the Cash Management Accounts unless occurrence and during the continuance of an Event of Default has occurred and is continuing at the time shall revoke such Activation Instruction is issued. (c) So long as no Default or Notice if, subsequent thereto, such Event of Default has occurred that was the basis of such Activation Notice shall have been waived in writing in accordance with the terms of this Agreement. Upon issuance of an Activation Notice, such Deposit Account Control Agreements shall provide that all available funds in each Collection Account will be transferred, on each Business Day, to Agent, either to any account maintained by Agent at such bank or by wire transfer to appropriate account(s) of Agent, and is continuing, Borrower may amend Schedule 2.7(aotherwise be in form and substance (including as to the extent of offset and statutory lien rights) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent. All funds deposited in such Collection Accounts during the continuance of an Event of Default shall immediately become the property of Agent and be applied to the outstanding Advances. Neither Agent nor any Lender assumes any responsibility for such collection account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank maintaining a Collection Account. (ii) prior Notwithstanding anything to the time of the opening of such Cash Management Account, Borrower (contrary herein or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Other Document, Credit Parties shall ensure that Agent (or such longer period as does not receive, whether by deposit to the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Collection Accounts or Agent’s liability under otherwise, any Cash Management Agreement with such Cash Management Bank is no longer acceptable funds from any Customer located in Agent’s reasonable judgmenta Sanctioned Country. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to to, or shall cause Servicer to, (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a2.6(a) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its Borrower’s and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that , (iiii) cause all payments for each sale or other disposition of one or more Notes Receivable or payment in full of one or more Notes Receivable in connection with the Borrower may keep up refinancing of such Note Receivable or the sale and release of the collateral securing such Note Receivable to $25,000 in be made by the aggregate in accounts that are not subject escrow company, title insurance company or refinancing lender or purchaser directly to a Cash Management Account by wire transfer or check drawn on the foregoing account of such escrow company or title insurance company or by cashier’s check, and (iiiv) until such time as a Cash Management Account is established, forward or cause to be forwarded no later than the requirements first Business Day after the date of receipt thereof, all of their Collections to Agent’s Account. Borrower shall, or shall cause Servicer to, request in this Section 2.7 or Section 4.7 shall not apply writing and otherwise take such reasonable steps to Excluded Deposit Accountsensure that all of Borrower’s and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them to Borrower directly to a Cash Management Account. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (it will forward, by an “Activation Instruction”)automatic daily sweep, the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a2.6(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the establishment of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements, and Borrower hereby grants a Lien in all Cash Management Accounts to Agent to secure payment of the Obligations.

Cash Management. (a) Borrower Parent and Borrowers shall and shall cause each of its their respective Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their respective Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower Borrowers or one of its their Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower Borrowers or its their Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its Subsidiary, as applicable) , and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower Borrowers (or its their Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its their Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their Subsidiaries’ ' Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower Borrowers or one of its their Subsidiaries) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply only with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower Borrowers or its their Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of if Agent (an “Activation Instruction”), has given the Cash Management Bank a notice of exclusive control (which shall not be given prior to the occurrence of a Cash Dominion Triggering Event), it will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its Subsidiary, as applicable) , and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower Borrowers (or its their Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower The Loan Parties shall and shall cause each of its Subsidiaries to (i) establish prior to the entry of the Final Order, and maintain at all times thereafter, cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(aSCHEDULE 2.7(A) (each, a “Cash Management Bank”"CASH 39 MANAGEMENT BANK"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ their Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “Cash Management Account”"CASH MANAGEMENT ACCOUNT") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrowerthe Loan Parties, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower the Loan Parties may amend Schedule 2.7(aSCHEDULE 2.7(A) to add or replace a Cash Management Bank or Cash Management Account; providedPROVIDED, howeverHOWEVER, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) the applicable Loan Party and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) The Loan Parties shall close any of its Cash Management Accounts Account with a Cash Management Bank (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the such Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which the applicable Loan Party is hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into bank accounts subject to Cash Management Agreements (each a bank account in Agent’s name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction receipt of Agent (an “Activation Instruction”)written notice from Agent, the such Cash Management Bank immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees will not to issue an Activation Instruction with respect to the exercise its control over (1) Cash Management Accounts unless an Event of Default has occurred located in the United States until such time as Revolver Usage exceeds $15,000,000, and is continuing at (2) all other Cash Management Accounts, together with Cash Management Accounts located inside the United States, until such time such Activation Instruction is issuedas Revolver Usage exceeds $20,000,000. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) or (b) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) Borrowers shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower shall shall, and shall cause each of its Subsidiaries to the Guarantors to, (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent Lender at one or more of the banks set forth on Schedule SCHEDULE 2.7(a) (each, a “Cash Management Bank”"CASH MANAGEMENT BANK"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors and other obligors (including without limitation, credit card processors, franchisees and licensees) forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s name (a “Cash Management Account”"CASH MANAGEMENT ACCOUNT") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent Lender and BorrowerBorrower and each Guarantor, as the case may be, in form and substance reasonably acceptable to AgentLender. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Lender, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) immediately upon the instruction notice from Lender following an Event of Agent (an “Activation Instruction”)Default, the such Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Lender's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule SCHEDULE 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; providedPROVIDED, howeverHOWEVER, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentLender and Lender shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) the applicable Guarantor and such prospective Cash Management Bank shall have executed and delivered to Agent Lender a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) the applicable Guarantor shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s Lender's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s Lender's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s Lender's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrower and the applicable Guarantor is hereby deemed to Control Agreementshave granted a Lien to Lender.

Cash Management. (a) Within 60 days following the Closing Date (or such later date as Agent may agree to in writing in its sole discretion), each US Borrower shall shall, and shall cause each of its Subsidiaries to other US Loan Party to, (iA) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at Agent; provided, that US Loan Parties shall be required to maintain their primary depository and treasury management relationships with one or more of the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management BankLenders or Affiliates thereof, and (iiB) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their collections and proceeds of Collateral to a Collection Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not US Loan Party subject to the foregoing and (ii) the requirements a Control Agreement in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to favor of Agent. In addition, within 60 days following the Closing Date (or such later date as Agent may agree to in writing in its sole discretion), each US Borrower shall, and shall cause each other US Loan Party to, take reasonable steps to ensure that all account debtors of US Loan Parties forward payment on Accounts and other Collateral to a Collection Account (or a lockbox at the bank of which the Collection Account is maintained) of a US Loan Party (except as otherwise required under the ARS Facility Documents). Each such Cash Management Control Agreement shall provide, among other things, that (iA) the Cash Management Bank applicable depository bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Collection Account without further consent by Borrower or its Subsidiaries, as applicablethe applicable Loan Party, (iiB) the Cash Management Bank has no applicable depository bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Cash Management Collection Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Collection Account and for returned checks or other items of payment, and (iiiC) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank applicable depository bank will forward by daily sweep all amounts in the applicable Cash Management Collection Account to the Agent’s US Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Collection Accounts unless an a Cash Dominion Triggering Event of Default has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction at such time as there has been no Cash Dominion Triggering Event for at least 45 consecutive days. In addition to Collection Accounts, each other Deposit Account of a US Loan Party (other than an Excluded Deposit Account) shall be subject to a Control Agreement. (b) Within 60 days following the Closing Date (or such later date as Agent may agree to in writing in its sole discretion), German Borrower shall, and shall cause each other German Loan Party to, (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks and take reasonable steps to ensure that the account debtors of each German Loan Party forward payment of the amounts owed to such German Loan Party to a Collection Account in the name of such German Loan Party, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of its collections and proceeds of its Collateral into a Collection Account of such Loan Party. German Borrower shall, and shall cause each German Loan Party to, (A) execute and deliver security documents with respect to each such Deposit Account that provide for a perfected first-priority Lien on such Deposit Account and (B) at the written request of Agent, assure that a form of notice is delivered to each account debtor of such German Loan Party. With respect to each Collection Account into which collections and proceeds of Collateral of German Borrower are deposited, German Borrower shall, from and after the date that is 60 days following the Closing Date (or such later date as Agent may agree to in writing in its sole discretion), cause all funds in such Deposit Account to be swept daily to the applicable Agent’s German Account for application to the German Obligations (it being understood that at any times that there are no outstanding German Revolving Loans or other outstanding German Obligations to which such funds may be applied, Agent shall disburse any such excess funds received in the Agent’s German Account to the applicable (determined based on whether such funds are in Euros or Dollars) Designated German Account). With respect to each Deposit Account of a German Loan Party (other than as set forth in the immediately preceding sentence), German Borrower shall, from and after the date that is 60 days following the Closing Date (or such later date as Agent may agree to in writing in its sole discretion), cause, and shall cause each other German Loan Party to cause, Agent to have access to the funds in such Deposit Account and to cause such funds to be swept to the applicable Agent’s German Account for application to the German Obligations. (c) So long At any time after an Activation Instruction has been issued as no Default or Event provided in Section 2.17(a) and before such Activation Instruction is rescinded, at the request of Default has occurred and is continuingAgent, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that German Loan Parties shall (i) either (x) promptly cause all of their Collection Accounts (each an “Existing Collection Account”) to be transferred to (and in the name of) Agent or (y) to the extent such prospective Cash Management Bank shall Existing Collection Accounts cannot be reasonably satisfactory transferred to Agent, promptly open new Collection Accounts with (and, at the discretion of Agent, in the name of) Agent, and (ii) prior if new Collection Accounts have been established pursuant to this Section (each a “New Collection Account”), ensure that all cash, checks or other similar payments relating to or constituting proceeds of Collateral will promptly be re-directed to the time New Collection Accounts. Until all collections have been redirected to the New Collection Accounts, each German Loan Party shall cause all amounts on deposit in any Existing Collection Account to be transferred to a New Collection Account at the end of each Business Day; provided, that if any such German Loan Party fails to comply with the opening clause (i) or (ii above, each of them hereby authorizes Agent to give such Cash Management Account, Borrower instructions on their behalf to the applicable account debtors and/or the bank holding such Existing Collection Account (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment). (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its their Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Anything contained herein to the contrary notwithstanding, Agent agrees that it shall not to issue an Activation Instruction with respect provide the above-described notice to the Cash Management Accounts Banks unless and until an Event of Default has occurred and is continuing at continuing. Once an Event of Default has occurred and during the time continuance thereof, Agent shall be free to exercise its right to issue such Activation Instruction is issuednotice and the subsequent elimination of the subject Event of Default shall not eliminate the effectiveness of any notice that has been given during the continuance of an Event of Default. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its Subsidiarya Subsidiary of a Borrower, as applicable) , and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (A Borrowers or its Subsidiariesa Subsidiary of a Borrower, as applicable) applicable shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby grants a Lien to Control AgreementsAgent.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent Lender at one or more of the banks set forth on Schedule 2.7(a) (each, a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s Lender's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided . Lender agrees that (i) at least one of the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 Cash Management Banks shall not apply to Excluded Deposit Accountsbe Wellx Xxxgo. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent Lender and Borrower, in form and substance reasonably acceptable to AgentLender. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Lender, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account as follows: (A) until the earlier to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless occur of an Event of Default has occurred or the first date on which the average aggregate Daily Balance of the Advances for the immediately preceding ten Business Days exceeds $750,000, to the Designated Account; and is continuing at (B) thereafter, to the time such Activation Instruction is issuedLender's Account. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentLender and Lender shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent Lender a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s Lender's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s Lender's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s Lender's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrower is hereby deemed to Control Agreementshave granted a Lien to Lender.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries who hold Deposit Accounts to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Administrative Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ ' (if any) Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Administrative Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Administrative Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Administrative Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it will forward by by, daily sweep sweep, all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Administrative Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Administrative Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Administrative Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Administrative Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Administrative Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Administrative Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Administrative Agent’s 's reasonable judgment. (d) The Each Cash Management Accounts Account shall be a cash collateral accounts account subject to a Control AgreementsAgreement.

Cash Management. In each case subject to the timing contemplated in Section 3.2 with respect to the Cash Management Agreements referenced in such Section: (a) Borrower Each Credit Party shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) 5.17 (each, a “"Cash Management Bank”"), and, in connection therewith, establish and maintain at such Cash Management Banks pursuant to the terms hereof one or more accounts designated (either in Schedule 5.17 or pursuant to Section 2.7(h)) as concentration accounts (the "Concentration Accounts") and additional accounts designated (either in Schedule 5.17 or pursuant to Section 2.7(h)) as (i) consolidated store deposit accounts (the "Consolidated Store Deposit Accounts"), (ii) individual store deposit accounts (the "Individual Store Accounts") and (iii) the home office deposit account (the "Home Office Account" and together with the Concentration Accounts, the Consolidated Store Deposit Accounts and the Individual Store Accounts, the "Cash Management Accounts"). (b) Each Credit Party shall (1) request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to a Cash Management Bank for deposit into a Concentration Account, (2) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof (and subject to Section 2.7(g) with respect to payments from Credit Card Processors), all such available Collections from Account Debtors (including those sent directly to a Cash Management Bank) into a Concentration Account, and (ii3) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their other available Collections (including those sent directly cash, checks, drafts and all other forms of daily store receipts or other similar items of payment) received by their Account Debtors to Borrower or one of otherwise under its Subsidiaries) control into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up Account provided, so long as no Triggering Period shall have occurred and be continuing, Agent shall permit all funds in any Concentration Account to $25,000 in the aggregate in accounts that are not subject be forwarded, by daily sweeps, to the foregoing and (ii) the requirements in Designated Account. For purposes of clarification, after funds are swept pursuant to any provision of this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accountsthe Designated Account, they may be used by the Borrower for its general corporate purposes. (bc) Each Credit Party further agrees to cause each of its stores which utilize a Consolidated Store Deposit Account to cause all Collections for such store to be deposited into a Consolidated Store Deposit Account and each Credit Party agrees that with respect to each Consolidated Store Deposit Account, it shall, at all times require each applicable Cash Management Bank to forward, by automatic periodic transfers on a daily basis, if practicable, and otherwise, once every three (3) Business Days, all available amounts in each such Consolidated Store Deposit Account into a Concentration Account; provided, (x) immediately after giving effect to each such transfer from any Consolidated Store Deposit Account into a Concentration Account, each Credit Party may maintain an amount not to exceed $3,000 of available funds in any such Consolidated Store Deposit Account and (y) so long as no Triggering Period shall have occurred and be continuing, Agent shall permit all funds in any Concentration Account to be forwarded, by daily sweeps, to the Designated Account. (d) Each Credit Party further agrees that with respect to each store which utilizes an Individual Store Account, such store shall cause all Collections for such store to be deposited into such Individual Store Account and each Credit Party agrees that with respect to each Individual Store Account it shall, at all times require each applicable Cash Management Bank to forward, by automatic periodic transfers on a regular basis, but in no event less frequently than once in any ten (10) day period, all available amounts in each such Individual Store Account into a Concentration Account; provided, however, that (x) such automatic transfers of funds therein shall be required only at any time the available balance thereof should exceed $3,000, (y) immediately after giving effect to each such transfer from such Individual Store Account into a Concentration Account, the Credit Parties may maintain an available amount not to exceed $3,000 in such Individual Store Account, and (z) so long as no Triggering Period shall have occurred and be continuing, Agent shall permit all funds in any Concentration Account to be forwarded, by daily sweeps, to the Designated Account. (e) Each Credit Party further agrees that with respect to the Home Office Account, it shall, at all times require the applicable Cash Management Bank to forward, by automatic periodic transfers on a regular basis, but in no event less frequently than once in any ten (10) day period, all available amounts in the Home Office Account into a Concentration Account; provided, however, that (x) such automatic transfers of funds therein shall be required only at any time the available balance thereof should exceed $10,000, (y) immediately after giving effect to each such transfer from the Home Office Account into a Concentration Account, the Credit Parties may maintain an available amount not to exceed $10,000 in such Home Office Account, and (z) so long as no Triggering Period shall have occurred and be continuing, Agent shall permit all funds in any Concentration Account to be forwarded, by daily sweeps, to the Designated Account. (f) With respect to each Concentration Account, each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrowerthe applicable Credit Party, in form and substance reasonably acceptable to AgentAgent in its Permitted Discretion; provided; however, that, with respect to Consolidated Store Deposit Accounts, Individual Store Accounts and the Home Office Account no Credit Party shall be obligated to establish a Cash Management Agreement. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Concentration Account without further consent by Borrower or its Subsidiaries, as applicableand proceeds thereof are subject to the control of Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Concentration Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Concentration Account and for returned checks or other items of payment, and (iii) upon from and after the instruction of date that it receives written notification from Agent (an “Activation Instruction”a "Control Exercise Notice"), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Concentration Account to the Agent’s Account. 's Account or as otherwise directed by Agent agrees not to issue an Activation Instruction with respect to prepay the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time Obligations in such Activation Instruction is issued. (c) So long order as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Accountset forth in Section 2.4(b); provided, however, that (i) any such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time prepayments of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicableLoans pursuant to this Section 2.7(f) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts reborrowed subject to Control Agreements.Section

Cash Management. (a) Borrower Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each On the Closing Date, each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, Borrowers in form and substance reasonably acceptable to Agent, provided that such Cash Management Agreements may not be implemented until 30 days after the Closing Date. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) or (b) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) Borrowers shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) Borrowers shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of written notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower As of the Effective Date, the Loan Parties shall and shall cause each of its Subsidiaries to (i) establish cause all cash and maintain cash management services all proceeds from accounts receivable and the sale of a type and on terms reasonably satisfactory Inventory constituting Revolver Priority Collateral Proceeds to Agent at one or more be deposited into the Cash Management Accounts that are deposit accounts in the ordinary course of business of the banks set forth on Schedule 2.7(aLoan Parties consistent with past practice, (ii) (each, a “Cash Management Bank”), and shall request cause all funds in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management BankAccounts that are deposit accounts to be transferred into the Cash Concentration Account in accordance with Section 9.01(g) below, (iii) cause all cash deposited in the Cash Concentration Account to be sent by wire transfer to the Administrative Agent’s Account on a daily basis, (iv) instruct the Administrative Agent to cause all funds transferred to the Administrative Agent’s Account to be credited to the Loan Account and applied to reduce the Obligations outstanding from time to time, and (iiv) deposit take all such actions as the Administrative Agent deems necessary or cause advisable to send all remittances with respect to, or other Proceeds of, Revolver Priority Collateral to the Administrative Agent’s Account to be deposited promptlyapplied to the Obligations, and in any event no later than (vi) have executed and delivered to the first Business Day after the date of receipt thereof, all of their Collections Administrative Agent (including those sent directly by their Account Debtors A) a Cash Management Agreement with respect to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “each Cash Management Account”, (B) at one a Concentration Account Agreement with respect to the Cash Concentration Account, and (C) any similar agreements that may be reasonably required by the Administrative Agent to establish the full cash dominion described above. Upon receipt by any Loan Party of collections of cash and any proceeds of Collateral, the Loan Parties shall immediately deposit all such payments into the Cash Concentration Account, Cash Management Accounts, or any deposit account or other bank account under the dominion and control of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit AccountsAdministrative Agent. (b) Each Cash Management Bank shall establish After the occurrence and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) during the Cash Management Bank will comply with any instructions originated by Agent directing the disposition continuance of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred Default, each Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and is all Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any proceeds of such Collateral be paid directly to the Administrative Agent, for the benefit of Agents and Lenders, and thereafter the Collateral Agent shall have the sole right to collect the Accounts and cause all payments to be made to the Administrative Agent to be deposited in the Administrative Agent’s Account and/or take possession of the Collateral and the books and records relating thereto. The Loan Parties shall not, without prior written consent of the Agents, grant any extension of time of payment of any Account, compromise or settle any Account for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except, in the absence of a continuing at the time such Activation Instruction is issuedEvent of Default, as permitted by Section 8.02(m). (c) So long Each Loan Party hereby appoints each Agent or its designee on behalf of such Agent as no Default or the Loan Parties’ attorney-in-fact with power exercisable during the continuance of an Event of Default has occurred to endorse any Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts, to sign any Loan Party’s name on any invoice or bxxx of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party to such address as such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is continuingirrevocable until all of the Loans, Letter of Credit Obligations and other Obligations under the Loan Documents are Paid in Full and all of the Loan Documents are terminated. (d) Nothing herein contained shall be construed to constitute any Agent as agent of any Loan Party for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents and the Lenders shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to any Agent and shall not be responsible in any way for the performance by any Loan Party of any of the terms and conditions thereof. (e) If any Account includes a charge for any tax payable to any Governmental Authority, each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ account and to charge the Loan Parties therefor. The Administrative Borrower shall notify the Administrative Agent if any Account includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of such Account and shall not be liable for any taxes that may amend Schedule 2.7(abe due by reason of the sale and delivery creating such Account. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agents and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law. (g) With respect to add or replace a each Cash Management Bank or Cash Management Account identified as a deposit account on Schedule 7.01(u), on the last Business Day of each month that the balance in any such account exceeds $5,000, the applicable Loan Party shall initiate a federal funds wire transfer of the balance of all available funds on deposit in such account in excess of $5,000 on such Business Day to the Concentration Account; provided, however, that (i) any time such prospective Cash Management Bank transfer would be in an amount of less than $1,000, such transfer shall be reasonably satisfactory to Agent, and (ii) prior to made only upon the time written request of the opening Administrative Agent. No Loan Party shall at any time maintain a balance in excess of such Cash Management Account, Borrower ($50,000 for a period exceeding three consecutive days located in an account at a bank or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent financial institution other than a Cash Management AgreementAccount or a Concentration Account. Borrower (or its SubsidiariesWithout limiting the foregoing, as applicable) shall close any the aggregate amount of its Cash Management Accounts (and establish replacement cash management accounts funds maintained by Loan Parties in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Local Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreementsnot exceed $500,000 at any time.

Cash Management. (a) Except as otherwise permitted under Section 7.12, each Borrower shall and shall deposit or cause each to be deposited promptly, all of its Subsidiaries Collections into an account maintained with Xxxxx Fargo Bank, National Association or a bank account in such Borrower’s name and with respect to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to which Agent at one or more has been granted control under Section 9-104 of the banks set forth on Schedule 2.7(a) Code (eacha “Cash Management Account” and each bank at which such an account is maintained, a “Cash Management Bank”). Notwithstanding the foregoing, and Xxxxx Fargo Bank, National Association shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of be the amounts owed by them directly to such primary Cash Management Bank, and (ii) deposit or cause Bank with respect to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 accounts maintained in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit AccountsUnited States. (b) Each Except as otherwise permitted under Section 7.12, each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and the applicable Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank agrees that it will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by the applicable Borrower or its Subsidiaries, as applicable(which instructions shall only be given by Agent during a Triggering Event), (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, payment and (iii) upon the instruction of Agent (an “Activation Instruction”), only with respect to the Cash Management Bank Agreements of US Borrower, upon notice from Agent (which shall only be given by Agent during a Triggering Event), it immediately will forward by daily sweep all amounts in the applicable Cash Management Account of US Borrower to the Agent’s Account. Agent agrees Account for US Borrower (it being understood that this Section 2.7 does not to issue an Activation Instruction with respect apply to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issuedDesignated Account). (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Except as otherwise permitted under subsections (a) and (b) above and Section 7.12, each Cash Management Accounts Account shall be a cash collateral accounts subject account, with all cash, checks and similar items of payment in such account securing payment of the Obligations of the Borrower that is the account party with respect to Control Agreementssuch account, and in which such Borrower has granted a Lien to Agent.

Cash Management. (a) Borrower shall and shall cause each of its Domestic Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Domestic Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Domestic Subsidiaries) into a bank account in Agent’s name maintained with the relevant Cash Management Bank (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrower (or each Domestic Subsidiary, as applicable), in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Domestic Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) it will, upon the instruction of Agent (an “Activation Instruction”)notice from Agent, the Cash Management Bank will forward forward, by daily sweep sweep, all amounts in the applicable Cash Management Account to the Agent’s Account. Notwithstanding the foregoing, Agent agrees not to issue an Activation Instruction with respect send any notices or instructions to the Cash Management Bank which would restrict Borrower’s or a Domestic Subsidiary’s, as applicable, access to their respective Cash Management Accounts or cause amounts in the Cash Management Accounts to be swept to Agent’s Account unless an a Triggering Event of Default has occurred and is continuing at the time such Activation Instruction is issuedoccurred. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Domestic Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Domestic Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its their U.S. Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent in its Permitted Discretion at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their U.S. Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower Borrowers or one of its their U.S. Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to AgentBorrowers. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower Borrowers or its their U.S. Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”)it will forward, the Cash Management Bank will forward by daily sweep sweep, all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its U.S. Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower Borrowers (or its their U.S. Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Each Cash Management Accounts Account shall be a cash collateral accounts account subject to a Control AgreementsAgreement. (e) Until a Triggering Event has occurred and is continuing and Agent has notified Administrative Borrower, all funds received into any Cash Management Account shall be deposited into the Designated Account.

Cash Management. (a) Borrower On or before the Effective Date, each Loan Party (other than the BabyUniverse Loan Parties) shall and shall cause each of its Subsidiaries to (i) execute and deliver and cause each Clearing Bank to execute and deliver to the Collateral Agent a Blocked Account Agreement for each Payment Account of each such Loan Party and (ii) instruct each Account Debtor of each such Loan Party to remit by wire transfer of immediately available funds all payments in respect of all Accounts of such Account Debtor to a Payment Account. Each Borrower agrees that it will not alter or revoke such instructions to Account Debtors or otherwise cause such payments to be redirected without the prior written consent of the Administrative Agent. If notwithstanding the foregoing instructions, any Loan Party receives any Payments, such Loan Party shall receive such Payments as the Agents’ trustee, and shall immediately deposit all such Payments received by it to a Payment Account. Within sixty (60) days after the Effective Date, each BabyUniverse Loan Party shall establish and at all times thereafter maintain in full force and effect such cash management services of procedures and arrangements and enter into and cause each applicable depository institution to enter into such Blocked Account Agreements as the Administrative Agent may reasonably require, all in a type manner and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Administrative Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank Payment Account shall establish at all times be under the sole dominion and maintain Cash Management Agreements with control of the Collateral Agent and Borrower, shall be subject to a Blocked Account Agreement in form and substance reasonably acceptable to favor of the Collateral Agent. Each such Cash Management Agreement shall provide, among other things, Loan Party hereby acknowledges and agrees that (i) the Cash Management Bank will comply with such Loan Party has no right of withdrawal from any instructions originated by Agent directing the disposition of the funds in such Cash Management Payment Account without further consent by Borrower or its Subsidiaries, as applicable, and (ii) the Cash Management Bank has funds on deposit in all Payment Accounts shall at all times continue to be collateral security for all of the obligations of the Loan Parties hereunder and under the other Loan Documents. Each Blocked Account Agreement shall require wire transfer no rights less frequently than once per Business Day (unless the Commitments have been terminated and the Obligations hereunder and under the other Loan Documents have been paid in full), of setoff all available cash balances and cash receipts, including the then contents or recoupment then entire ledger balance of each Payment Account net of such minimum balance (not to exceed $10,000 per account), if any, required by the banking institution at which such Payment Account is maintained to an account maintained by the Collateral Agent with a bank specified by the Collateral Agent (the “Collection Account”). Each Loan Party agrees that it will not cause proceeds of any Payment Account to be otherwise redirected. Before opening or replacing any other claim against Payment Account, each Loan Party shall obtain the applicable Cash Management Administrative Agent’s consent in writing and, in the case of the opening of any such Payment Account, execute and deliver and cause the banking institution at which any such Payment Account other than for payment of its service fees is to be opened to execute and other charges directly related deliver to the administration of such Cash Management Collateral Agent a Blocked Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction Agreement with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issuedPayment Account. (c) So long as no Default or Event All collected amounts remitted to the Collection Account shall be distributed and applied on a daily basis in accordance with Section 2.11(b). The Collection Account shall at all times be under the sole dominion and control of Default has occurred the Collateral Agent. Each Loan Party hereby acknowledges and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, agrees that (ix) such prospective Cash Management Bank Loan Party has no right of withdrawal from the Collection Account, (y) the funds on deposit in the Collection Account shall at all times continue to be reasonably satisfactory to Agentcollateral security for all of the obligations of the Loan Parties hereunder and under the other Loan Documents, and (iiz) prior the funds on deposit in the Collection Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 5.13, any Loan Party receives or otherwise has dominion and control of any proceeds or collections required to be transferred to the time of Collection Account, such proceeds and collections shall be held in trust by such Loan Party for the opening Collateral Agent, shall not be commingled with any of such Cash Management Account, Borrower (Loan Party’s other funds or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and deposited in any event within 30 days Deposit Account of notice from Agent (such Loan Party and shall promptly be deposited into the Collection Account or dealt with in such longer period other fashion as such Loan Party may be instructed by the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Collateral Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts On or before the Effective Date, each Loan Party shall execute and deliver and cause each banking institution at which such Loan Party maintains any Deposit Account (other than a Payment Account and subject to the proviso below) to execute and deliver to the Collateral Agent a Deposit Account Control Agreement for each Deposit Account of each such Loan Party, which Deposit Account Control Agreement shall provide the Collateral Agent with the right, at any time following the occurrence and during the continuance of an Event of Default, in addition to all other rights provided herein and in the other Loan Documents, to direct the banking institution at which such Deposit Account is maintained to follow all instructions given to such banking institution by the Collateral Agent, including without limitation, instructions regarding the transfer of funds held in such Deposit Account; provided that, the Loan Parties shall be cash collateral accounts permitted to maintain Deposit Accounts (other than Payment Accounts) that are not subject to Deposit Account Control AgreementsAgreements so long as the aggregate amount of funds on deposit in (x) each such Deposit Account of any Loan Party does not exceed $10,000 during any period of more than 72 consecutive hours, and (y) all such Deposit Accounts of the Loan Parties does not exceed $50,000 during any period of more than 72 consecutive hours. Before opening or replacing any Deposit Account (other than a Payment Account (which shall not be opened or replaced unless the Loan Parties comply with Section 5.13(b) above)), each Loan Party shall obtain the Administrative Agent’s consent in writing and, in the case of the opening of any Deposit Account (other than a Deposit Account for which the aggregate amount on deposit shall at all times satisfy the requirements set forth in the proviso to the foregoing sentence), execute and deliver and cause the banking institution at which any such Deposit Account is to be opened to execute and deliver to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account.

Cash Management. (a) The Borrower shall shall, and shall cause each of its Domestic Subsidiaries to to, no later than 30 days after the Closing Date: (i) establish execute and deliver to the Administrative Agent, and thereafter maintain cash management services in effect, Control Account Agreements with respect to all deposit accounts and securities accounts (other than zero-balance accounts for the purpose of a type managing local disbursements, payroll, withholding and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(aother fiduciary accounts and Government Deposit Accounts) (each, a “Cash Management BankControlled Account”); each Controlled Account shall be a cash collateral account, with all cash, checks and shall request other similar items of payment in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward account securing payment of the amounts owed by them directly Obligations, and in which the Borrower and each of its Subsidiaries shall have granted a first priority Lien to the Administrative Agent, on behalf of the Secured Parties, pursuant to such Cash Management Bank, and Control Account Agreements; (ii) execute and deliver to the Administrative Agent, and thereafter maintain in effect, “sweep” agreement (each, a “Sweep Agreement”) with respect to each Governmental Deposit Account pursuant to which the applicable depository bank will agree to sweep amounts deposited therein on a daily basis to a Controlled Account as and when funds clear and become available in accordance with such depository bank’s customary procedures, each with such financial institution and each in form and substance reasonably acceptable to the Administrative Agent; no Loan Party will change any sweep instruction set forth in such Sweep Agreement without the prior written consent of the Administrative Agent. The Administrative Agent agrees and confirms that the Loan Parties will have sole dominion and “control” (within the meaning of Section 9-104 of the UCC and the common law) over each Governmental Deposit Account and all funds therein and the Administrative Agent disclaims any right of any nature whatsoever to control or otherwise direct or make any claim against the funds held in any Governmental Deposit Account from time to time; (iii) deposit or cause to be deposited promptly, and in any event no later than the first 10 Business Day Days after the date of receipt thereof, all cash, checks, drafts or other similar items of their Collections payment relating to or constituting payments made in respect of any and all accounts and other Collateral into Controlled Accounts or Government Deposit Accounts, in each case except for cash and Permitted Investments the aggregate value of which does not exceed $250,000 at any time; and (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”iv) at one any time after the occurrence and during the continuance of an Event of Default, at the request of the Cash Management Banks; provided that (i) Required Lenders, the Borrower may keep up will, and will cause each other Loan Party to, cause all payments constituting proceeds of accounts or other Collateral to $25,000 in the aggregate in be directed into lockbox accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, under agreements in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related satisfactory to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Administrative Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries Guarantor to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrower is hereby deemed to have granted a Lien to Agent. Anything contained herein or in the Cash Management Agreements to the contrary notwithstanding, (A) at any time that there are no outstanding Obligations (other than undrawn Letters of Credit) owing in respect of Advances and so long as at such time there is no Event of Default that has occurred and is continuing, Agent agrees to promptly remit to Borrower’s Designated Account the amount of any and all collected funds that are swept from the Cash Management Accounts to the Agent’s Account, and (B) at any time that there are no outstanding Obligations (other than undrawn Letters of Credit) owing in respect of Advances and so long as at such time there is no Event of Default that has occurred and is continuing, any and all collected funds that are received into the Cash Management Accounts, and any proceeds thereof remitted to the Agent’s Account, are and shall remain the property of Borrower (or the Guarantors’ as applicable) subject to Control Agreementsthe perfected security interests of Agent created therein under the Loan Documents.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its their Restricted Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their Restricted Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower Borrowers or one of its their Restricted Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to AgentBorrowers. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower Borrowers or its their Restricted Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”)it will forward, the Cash Management Bank will forward by daily sweep sweep, all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its Restricted Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower Borrowers (or its their Restricted Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Each Cash Management Accounts Account shall be a cash collateral accounts account subject to a Control AgreementsAgreement.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each On the Closing Date, each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, Borrowers in form and substance reasonably acceptable to Agent, provided that such Cash Management Agreements may not be implemented until 30 days after the Closing Date. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) or (b) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) Borrowers shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. The Borrower will, and will cause each Loan Party, and each of their respective Subsidiaries: (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain all cash management services and treasury business with Mutual of a type Omaha Bank or another bank approved by the Administrative Agent, including, without limitation, all deposit accounts, disbursement accounts, securities accounts, investment accounts and lockbox accounts (other than (x) zero-balance accounts for the purpose of managing local disbursements, payroll, withholding and other fiduciary accounts, all of which the Loan Parties may maintain without restriction (collectively, such accounts being “Zero-Balance Accounts”) and (y) accounts in existence on terms reasonably satisfactory the Closing Date that have on deposit amounts for checks issued prior to Agent at one or more on the Closing Date that have not yet been deposited by the payee thereof, but only to the extent of the banks set forth on Schedule 2.7(asuch amounts) (eacheach such deposit account, disbursement account, investment account and lockbox account, a “Cash Management BankControlled Account”); each Controlled Account, including, without limitation, the Lockbox Account and the Reserve Account, shall request be a cash collateral account, with all cash, checks and other similar items of payment in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward account securing payment of the amounts owed by them directly to such Cash Management BankObligations, and in which the Borrower, a Loan Party and each of their respective Subsidiaries shall have granted a first priority Lien to the Collateral Agent, on behalf of the Secured Parties, perfected pursuant to Control Account Agreements; and (iib) deposit or cause to be deposited promptly, and in any event no later than the first two (2) Business Day Days after the date of receipt thereof, all cash, checks, drafts or other similar items of their Collections (including those sent directly by their Account Debtors payment relating to Borrower or one constituting payments made in respect of its Subsidiaries) any and all accounts and other Collateral into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Controlled Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower Within 30 days of the Closing Date, Borrowers shall and shall cause each of its their Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower Borrowers or one of its their Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower Borrowers or its their Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon from and after the instruction of Agent (an “Activation Instruction”)date that it receives written notification from Agent, the Cash Management Bank it will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Anything contained herein to the contrary notwithstanding, Agent agrees that it shall not provide the above described instruction to issue an Activation Instruction with respect to the any Cash Management Accounts Bank, unless and until an Event of Default has occurred and is continuing at continuing. Once an Event of Default has occurred and is continuing, Agent shall be free to exercise its right to issue such instruction and the time subsequent elimination of the subject Event of Default shall not eliminate the effectiveness of such Activation Instruction is issuedinstruction. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its Subsidiary, as applicable) , and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower Borrowers (or its their Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) or (b) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) Borrowers shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) prior to the Third Restatement Closing Date, establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks bank set forth on Schedule 2.7(a) (each, a the “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) from and after the Third Restatement Closing Date, continue its historical practice of requiring each of its Subsidiaries to remit to Borrower all cash and Cash Equivalents of such Subsidiaries when the amount of cash and Cash Equivalents of each such Subsidiary, in the aggregate for each such Subsidiary equals $50,000 (other than amounts expected to be expended within the next 5 Business Days) and arrange to have such excess amounts remitted to the Cash Management Bank, and (iii) from and after the Third Restatement Closing Date, deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their its Collections (including those Collections sent directly by their Account Debtors to Borrower the Cash Management Bank and excluding those resulting from a Permitted Disposition or one Permitted Swap, which Collections shall be remitted to Agent in accordance with and to the extent required by Section 2.2; but excluding (for clarity) the Collections of its SubsidiariesBorrower’s Subsidiaries which are intended to be covered by clause (ii) above) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit AccountsBank. (b) Each The Cash Management Bank shall establish and maintain a Cash Management Agreements Agreement with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction receipt of written notice from Agent (an “Activation Instruction”), to the Cash Management Bank Bank, it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Anything contained herein to the contrary notwithstanding, Agent agrees that it shall not to issue an Activation Instruction with respect provide the above-described notice to the Cash Management Accounts Bank unless an and until a Triggering Event of Default has occurred and is continuing at a time when Advances or Letters of Credit are outstanding. Once a Triggering Event has occurred and is continuing at a time when Advances or Letters of Credit are outstanding, Agent shall be free to exercise its right to issue such notice and the time subsequent elimination of the subject Triggering Event shall not eliminate the effectiveness of such Activation Instruction is issuednotice. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrower is hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower shall The Borrowers and shall cause each of its Subsidiaries to (i) establish other Loan Party shall, along with the Administrative Agent and maintain cash management services of a type and on terms certain financial institutions selected by the Loan Parties, reasonably satisfactory to the Administrative Agent at one or more of and located in a Qualified Jurisdiction (the banks set forth on Schedule 2.7(a) (each, a “Cash Management BankCollection Banks”), enter into within 90 days after the Closing Date (or, if after the Closing Date, 60 days after the opening thereof) (or in each case, such longer period as the Administrative Agent may reasonably agree), and thereafter maintain, separate Cash Management Control Agreements with respect to all deposit accounts (other than Exempt Accounts). Each Loan Party shall request in writing and otherwise take such reasonable steps to ensure that instruct all of its and its Subsidiaries’ Account Debtors forward payment of such Loan Party to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable Loan Party. All amounts owed received by them directly to such Cash Management any Loan Party and any Collection Bank, in respect of any Account (other than cash and (ii) deposit Cash Equivalents maintained in Exempt Accounts or cause otherwise by Loan Parties not to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to exceed $25,000 6.0 million in the aggregate in at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties shall instruct each Collection Bank for the applicable deposit accounts of such Loan Party (other than Exempt Accounts) that are not Controlled Accounts that the funds on deposit and available at the close of each Business Day in such account should be swept to a Concentration Account no less frequently than once every Business Day, subject to the foregoing and (ii) procedures of such Collection Bank, such instructions to be irrevocable unless otherwise agreed to by the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit AccountsAdministrative Agent. (b) Each So long as no Dominion Period then exists, the Loan Parties shall be permitted to withdraw cash and Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerEquivalents from Controlled Accounts, subject in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall providethe case of Controlled Accounts holding Eligible Cash, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts limitations set forth in the applicable Cash Management Account to definition of Eligible Cash. If a Dominion Period exists, all collected amounts held in the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Controlled Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issuedshall be applied as provided in Section 2.21(c). (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Each Cash Management Bank Control Agreement relating to a Controlled Account shall (unless otherwise reasonably agreed by the Administrative Agent) include provisions that allow, during any Dominion Period, for all collected amounts held in such Controlled Account from and after the date requested by the Administrative Agent, to be sent by ACH or Cash Management wire transfer or similar electronic transfer no less frequently than once per Business Day to one or more accounts maintained with the Administrative Agent (each, an “Administrative Agent Deposit Account; provided”). Subject to the terms of the respective Security Document, howeverduring any Dominion Period, that all amounts received in an Administrative Agent Deposit Account shall be applied (and allocated) by the Administrative Agent on a daily basis in the following order: (i) such prospective Cash Management Bank shall be reasonably satisfactory first, to Agentthe payment (on a ratable basis) of any outstanding expenses actually due and payable to the Administrative Agent under any of the Loan Documents and to repay or prepay outstanding Loans advanced by the Administrative Agent on behalf of the Lenders pursuant to Section 2.1(d); (ii) second, to the extent all amounts referred to in the preceding clause (i) have been paid in full, to pay to the applicable Swingline Lender all outstanding Swingline Loans and interest thereon; (iii) third, to the extent all amounts referred to in preceding clauses (i) and (ii) prior have been paid in full, to pay (on a ratable basis) all outstanding expenses actually due and payable to each Issuing Bank under any of the Loan Documents and to repay all outstanding unpaid LC Disbursements and all interest thereon; (iv) fourth, to the time extent all amounts referred to in preceding clauses (i), (ii) and (iii) have been paid in full, to pay (on a ratable basis) all accrued and unpaid interest Table of Contents actually due and payable on the Revolving Credit Loans and all accrued and unpaid fees actually due and payable to the Administrative Agent, the Issuing Banks and the Lenders under any of the opening Loan Documents; (v) fifth, to the extent all amounts referred to in preceding clauses (i) through (iv), inclusive, have been paid in full, to repay (on a ratable basis) the outstanding principal of such Cash Management AccountRevolving Credit Loans of each Revolving Credit Facility (whether or not then due and payable); (vi) sixth, Borrower to the extent all amounts referred to in preceding clauses (or its Subsidiaryi) through (v), as applicableinclusive, have been paid in full, to the cash collateralization (on a ratable basis) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts all LC Exposure in accordance with Section 2.4(j); (vii) seventh, to the foregoing sentenceextent all amounts referred to in preceding clauses (i) promptly and through (vi), inclusive, have been paid in any event within 30 days of notice from Agent full, to pay (or such longer period as the Agent may reasonably agree; but on a ratable basis) all other outstanding Obligations (other than Obligations in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance respect of the Cash Management Bank with respect FILO Facility) then due and payable to Cash Management Accounts or the Administrative Agent’s liability , the Issuing Banks and the Lenders under any Cash Management Agreement with of the Loan Documents; (viii) eighth, to the extent all amounts referred to in preceding clauses (i) through (vii), inclusive, have been paid in full, to pay (on a ratable basis) all accrued and unpaid interest actually due and payable on the FILO Loans; (ix) ninth, to the extent all amounts referred to in preceding clauses (i) through (viii), inclusive, have been paid in full, to pay (on a ratable basis) the outstanding principal of FILO Loans; and (x) tenth, to the extent all amounts referred to in preceding clauses (i) through (ix), inclusive, have been paid in full and so long as no Specified Event of Default then exists, to be returned to the applicable Borrowers for such Cash Management Bank is Borrowers’ own account. Notwithstanding the foregoing, no longer acceptable cash collections from a Collateral Foreign Subsidiary described in Agent’s reasonable judgmentclause (a), (b) or (d) of the definition of Collateral Foreign Subsidiary and no Excluded Assets described in clause (8) or clause (15) of the definition of Excluded Assets shall be applied to satisfy any US Borrower Obligations. (d) The Cash Management Accounts All costs and expenses to effect the foregoing (including reasonable legal fees and disbursements of counsel) shall be cash collateral accounts subject paid by the Loan Parties. Notwithstanding the foregoing, no payments by a Collateral Foreign Subsidiary described in clause (a), (b) or (d) of the definition of Collateral Foreign Subsidiary and no Excluded Assets described in clause (8) or clause (15) of the definition of Excluded Assets shall be applied to Control Agreementssatisfy any US Borrower Obligations.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent Lender at one or more of the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day one week after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accountsforegoing. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent Lender directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, payment and (iii) upon the instruction of Agent Lender (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the AgentLender’s Account. Agent Lender agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentLender, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent Lender a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in AgentLender’s reasonable judgment, or as promptly as practicable and in any event within 60 90 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or AgentLender’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in AgentLender’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its their Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their Subsidiaries’ ' Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, or to Borrowers for deposit in accordance with Section 2.7(a)(ii), and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Collateral Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Collateral Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”)except as provided in Section 2.7(f) below, the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) or (b) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its Subsidiarya Subsidiary of a Borrower, as applicable) , and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (A Borrowers or its Subsidiariesa Subsidiary of a Borrower, as applicable) applicable shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrowers hereby xxxxx x Xxxx to Collateral Agent. (e) Each of Canadian Guarantors shall (i) establish and maintain one or more depository accounts, under the dominion and control of Collateral Agent pursuant to a Control Agreement among Collateral Agent, such Canadian Guarantor, and the applicable Canadian financial institution, in form and substance satisfactory to Agent, in respect of its Collections and (ii) instruct all of its Account Debtors to remit all such Collections to such depository accounts. Each of the Canadian Guarantors shall at all times deposit all Collections into such accounts that are received by it from any source promptly, and in any event no later than the first Business Day, after the date of receipt thereof. (f) So long as no Event of Default shall have occurred and be continuing, each Canadian Guarantor may use the funds on deposit in its foreign bank accounts for its working capital purposes. During the continuance of an Event of Default, Collateral Agent shall have the right to convert all non-Dollar denominated balances in each Canadian Guarantor's foreign bank accounts into Dollars (at Borrowers' sole expense) and cause all amounts in such accounts to be wired into a DDA or other account subject to a Control AgreementsAgreement and then wired from such DDA to a Cash Management Account. The arrangements contemplated in Section 2.7(e) and this Section 2.7(f) shall not be modified by any Loan Party without the prior written consent of Agent.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries the Guarantors to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ the Guarantors' Account Debtors forward payment of the amounts owed by them directly to such Cash Management BankBanks, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each To the extent required under Section 4.7, each Cash Management Bank shall establish and maintain Cash Management Control Agreements with Agent and Borrower. Anything contained herein to the contrary notwithstanding, in form and substance reasonably acceptable Agent agrees that it shall not provide the above-described notice to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees unless and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless until an Event of Default has occurred and is continuing at continuing. Once an Event of Default has occurred and is continuing, Agent shall be free to exercise its right to issue such notice and the time subsequent elimination of the subject Event of Default shall not eliminate the effectiveness of such Activation Instruction is issuednotice. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to or contemporaneously with the time of the opening of such Cash Management Account, Borrower (or its SubsidiaryGuarantor, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Control Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrower hereby grants a Lien to Control AgreementsAgent.

Cash Management. (a) Borrower Within 60 days after the Closing Date, Borrowers shall and shall cause each of its their Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower Borrowers or one of its their Subsidiaries, but excluding the funds deposited into the Senior Note Collateral Accounts on the Closing Date) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided provided, however, that Collections consisting of casino floor revenue shall be so deposited as collected from the casino floor (i) on a regular basis consistent with industry practice), and only to the Borrower may keep up to $25,000 extent not maintained in the aggregate casino cage in accounts that are accordance with applicable Gaming Laws (in amounts not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accountsexcess of amounts maintained in accordance with industry practice). (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to AgentBorrowers. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower Borrowers or its their Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon from and after the instruction of Agent (an “Activation Instruction”)date that it receives written notification from Agent, the Cash Management Bank it will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Anything contained herein to the contrary notwithstanding, Agent agrees that it shall not provide the above described instruction to issue an Activation Instruction with respect to the any Cash Management Accounts Bank, unless and until an Event of Default has occurred and is continuing at continuing. Once an Event of Default has occurred and is continuing, Agent shall be free to exercise its right to issue such instruction and the time subsequent elimination of the subject Event of Default shall not eliminate the effectiveness of such Activation Instruction is issuedinstruction. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its Subsidiary, as applicable) , and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower Borrowers (or its their Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Each Cash Management Accounts Account shall be a cash collateral accounts account subject to a Control AgreementsAgreement.

Cash Management. (a) Borrower Each Obligor shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule SCHEDULE 2.7(a) (each, each a “Cash Management Bank”"CASH MANAGEMENT BANK"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrowerthe applicable Obligor, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule SCHEDULE 2.7(a) OR (b) to add or replace a Cash Management Account Bank or Cash Management Account; providedPROVIDED, howeverHOWEVER, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) the applicable Obligor and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) The Obligors shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment.. -42- (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. Each Loan Party hereby represents and warrants that all Deposit Accounts and all other depository and other accounts maintained by each Loan Party as of the Closing Date are described in Schedule 4.1, which description includes for each such account the name of the Loan Party maintaining such account, the name of the financial institution at which such account is maintained, the account number, and the purpose of such account. After the Closing Date, no Loan Party shall open any new Deposit Accounts or any other depository or other accounts without the prior written consent of Agent and without updating Schedule 4.1 to reflect such Deposit Accounts or other accounts, as applicable. No Deposit Accounts or other accounts of any Loan Party shall at any time constitute a Restricted Account other than accounts expressly indicated on Schedule 4.1 as being a Restricted Account (aand each Loan Party hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party will, at its expense, establish (and revise from time to time as Agent may require in its Permitted Discretion) Borrower procedures acceptable to Agent, in Agent’s Permitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party’s Accounts and other Collateral (“Collections”), which shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at include depositing all Collections received by such Loan Party into one or more bank accounts maintained in the name of the banks set forth on Schedule 2.7(asuch Loan Party (but as to which Agent will have exclusive access) (each, a “Cash Management BankDACA Account”), and shall request under an arrangement acceptable to Agent in writing and otherwise take its Permitted Discretion with a depository bank satisfactory to Agent in its Permitted Discretion, pursuant to which all funds deposited into such reasonable steps DACA Accounts are to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly be transferred to Agent in such Cash Management Bankmanner, and (ii) with such frequency, as Agent shall specify. Each Borrower agrees to execute, and to cause its depository banks and other financial institutions at which Deposit Accounts are maintained to execute, such springing deposit or cause account control agreements and other documentation as Agent shall require in its Permitted Discretion from time to be deposited promptlytime in connection with the foregoing, all in form and substance satisfactory to Agent in its Permitted Discretion, and in any event no later than such arrangements and documents must be in place on the first Business Day after Closing Date with respect to accounts in existence on the date Closing Date, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrower shall deliver to Agent a complete and executed Authorized Accounts form regarding Borrower’s operating accounts into which the proceeds of receipt thereofLoans are to be paid in the form of Exhibit D annexed hereto. Notwithstanding the foregoing, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 Agent agrees that the cash management system in the aggregate in accounts that are not subject place prior to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably Closing Date is acceptable to the Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) so long as the Cash Management Bank has no rights of setoff or recoupment or any other claim against accounts utilized by the applicable Cash Management Account other than for payment of its service fees and other charges directly related Loan Parties are the DACA Accounts as in place prior to the administration of Closing Date (and any deposit account control agreements covering such Cash Management Account DACA accounts remain in full force and for returned checks or other items of paymenteffect at all times), the Loan Parties shall be deemed to be in compliance with this Section 4.1 and no further actions shall be required by the Loan Parties, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in provisions shall not apply to any event within 30 days of notice from Agent (account or such longer period as accounts established to maintain the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentCarve-Out Reserve Account. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (1) Each Property Guarantor shall cause all Rents from each Individual Property to be deposited into the applicable Lockbox Account pursuant to the applicable Lockbox Agreement (or electronically deposited into the Concentration Account) and the Cash Management Agreement, and each Property Guarantor shall, and, if there is a Manager, shall cause the Manager, to, (a) Borrower shall and shall cause each of its Subsidiaries to deliver written instructions (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to which instructions may be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts contained in the applicable Cash Management Account to the AgentLease and which instructions shall be irrevocable by Borrower and Property Guarantors), unless Administrative Agent shall have otherwise agreed, until Borrower’s Account. Agent agrees not to issue an Activation Instruction obligations with respect to the Cash Management Loans have been satisfied, to all tenants under Leases (but not including Seasonal Leases) to deliver all Rents or other revenue payable thereunder or otherwise derived from each Individual Property directly to the applicable Lockbox Account (or electronically deposited into the Concentration Account) (to the extent that any such tenants have already been directed to so deliver their respective Rents, no further instructions will be required), and (b) deposit all amounts received by Borrower, any Property Guarantor or by the Manager, if applicable, on the applicable Property Guarantor’s behalf, constituting Rents or other revenue of any kind from the applicable Individual Property into the applicable Lockbox Account within two (2) Business Days after receipt thereof (including Rents under Seasonal Leases). All funds in the Lockbox Accounts unless an Event of Default has occurred will be swept into the Concentration Account on each Business Day. Administrative Agent shall have the sole dominion and is continuing at control over the time such Activation Instruction is issuedLockbox Account and the Concentration Account, and, subject to Section 2.7(2), neither Borrower nor any Property Guarantor shall have any right to make any withdrawals therefrom. (c2) So long as no Default Prior to the occurrence of, and after the cure or cessation of, a Trigger Event (of Default has occurred which Administrative Agent shall provide written notice to the Concentration Bank and is continuingBorrower), funds in the Concentration Account shall be transferred on each Business Day to an account specified by Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management AccountAdministrative Agent and the Concentration Bank; provided, however, that upon the occurrence and during the continuance of a Trigger Event (of which Administrative Agent shall provide notice in writing to the Concentration Bank and Borrower), all funds in the Concentration Account shall, on each Business Day, be transferred to the Cash Management Account and shall be disbursed in accordance with the terms of the Cash Management Agreement. (3) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, provided the Loan has not been accelerated, Borrower’s obligations with respect to the monthly payment of interest and principal (if any) and the deposits to be made into the Security Accounts and any other payment due pursuant to this Agreement or any other Loan Document shall be deemed satisfied to the extent (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to sufficient amounts are deposited in the time of the opening of such Cash Management Account, Borrower (ii) such amounts are not required by the Loan Documents to be used or its Subsidiary, as applicableheld for any other purpose and (iii) and such prospective Cash Management Bank shall have executed and delivered amounts are unconditionally available to Administrative Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts to satisfy such obligations in accordance with the foregoing sentenceterms of this Agreement and Section 4.1(d) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with on the date each such Cash Management Bank payment is no longer acceptable in Agent’s reasonable judgmentrequired. (d4) The Cash Management Accounts insufficiency of funds on deposit in the Lockbox Account, the Concentration Account or any Security Account (or any sub-account thereunder) shall not absolve Borrower or any Guarantor of the obligation to make any payments as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be cash collateral accounts subject to Control Agreementsseparate and independent, and not conditioned on any event or circumstance whatsoever.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiariesthe Borrowers’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its SubsidiariesBorrowers) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and the applicable Borrower, in form and substance reasonably acceptable to AgentAgent and Administrative Borrower. Each such Cash Management Agreement shall provide, among other things, that (i) if Agent has a given the Cash Management Bank a notice of exclusive control (which shall not be given prior to the occurrence of an Event of Default), the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiariesany Borrower, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of if Agent (an “Activation Instruction”), has a given the Cash Management Bank a notice of exclusive control (which shall not be given prior to the occurrence of an Event of Default), it will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, the applicable Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. The applicable Borrower (or its Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections of their Collections any Borrower (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its SubsidiariesBorrowers shall, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, (x) establish replacement Cash Management Accounts in accordance with clauses (i) and (ii) above, and (y) direct all Account Debtors to remit payments to the new Cash Management Accounts in writing, and Borrowers shall close such unacceptable Cash Management Accounts as soon as reasonably practicable thereafter. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish All proceeds of assets of the Credit Parties and maintain cash management services of any other amounts payable to any Credit Party at any time, shall, subject to Section 2.17, be deposited by such Credit Parties into one or more collection accounts established at a type and on terms bank reasonably satisfactory to Agent at one or more of (all such accounts, the banks set forth on Schedule 2.7(a) (each, a “Cash Management BankCollection Accounts”). Subject to Schedule 6.11, and each Credit Party shall request in writing and otherwise take such reasonable steps deliver to ensure that all of its and its Subsidiaries’ Agent on the Closing Date a Deposit Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerControl Agreement, in form and substance reasonably acceptable satisfactory to Agent. Each Agent in its Permitted Discretion, with respect to each Collection Account which shall be in “springing” form permitting Credit Parties to access and use such Cash Management Agreement shall provideCollection Accounts unless and until a “notice of sole control” (such notice, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the similar notice described in any applicable Cash Management Deposit Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (Control Agreement an “Activation InstructionNotice”), the Cash Management Bank will forward ) is issued by daily sweep all amounts in the applicable Cash Management Account Agent to the Agent’s Account. bank at which such Collection Account is maintained; provided, that, Agent agrees shall not to issue such an Activation Instruction with respect to Notice except during a Dominion Period or upon the Cash Management Accounts unless occurrence and continuance of an Event of Default has occurred and is continuing at the time shall revoke such Activation Instruction is issued. (c) So long as no Default Notice if, subsequent thereto, the Dominion Period shall have ended or such Event of Default has occurred been waived, as applicable. Upon issuance of an Activation Notice, such Deposit Account Control Agreements shall provide that all available funds in each Collection Account will be transferred, on each Business Day, to Agent, either to any account maintained by Agent at such bank or by wire transfer to appropriate account(s) of Agent, and is continuing, Borrower may amend Schedule 2.7(aotherwise be in form and substance (including as to the extent of offset and statutory lien rights) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent. All funds deposited in such Collection Accounts during a Dominion Period shall immediately become the property of Agent and be applied to the outstanding Advances. Neither Agent nor any Lender assumes any responsibility for such collection account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank maintaining a Collection Account. (ii) prior Notwithstanding anything to the time of the opening of such Cash Management Account, Borrower (contrary herein or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Other Document, Credit Parties shall ensure that Agent (or such longer period as does not receive, whether by deposit to the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Collection Accounts or Agent’s liability under otherwise, any Cash Management Agreement with such Cash Management Bank is no longer acceptable funds from any Customer located in Agent’s reasonable judgmenta Sanctioned Country. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash treasury management services of a type and on terms reasonably satisfactory to Collateral Agent at one or more of the banks set forth on Schedule 2.7(a) Xxxxx Fargo Bank, N.A. (each, a “Cash Management BankXxxxx”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management BankXxxxx (including by legending its invoices), and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its SubsidiariesXxxxx) into a bank account in AgentBorrower’s name (a “Cash Treasury Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit AccountsXxxxx. (b) Each Cash Management Bank Xxxxx shall establish and maintain Cash a Treasury Management Agreements Agreement with Collateral Agent and Borrower, in form and substance reasonably acceptable to Collateral Agent. Each such Cash Such Treasury Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Treasury Management Account without further consent and proceeds thereof are held by Borrower Xxxxx as agent or its Subsidiaries, as applicablebailee-in-possession for Agent and Collateral Agent, (ii) the Cash Management Bank Xxxxx has no rights of setoff or recoupment or any other claim against the applicable Cash Treasury Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Treasury Management Account and for returned checks or other items of payment, and (iii) upon the instruction of at any time from and after written instructions from Collateral Agent that (an “Activation Instruction”)A) Availability hereunder has dropped below $5,000,000 or (B) aggregate Advances outstanding hereunder exceed $5,000,000, the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Treasury Management Account to the Collateral Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash The Treasury Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank Account shall be reasonably satisfactory a cash collateral account, with all cash, checks and similar items of payment in such account securing payment of the Obligations, and in which Borrower is hereby deemed to have granted a Lien to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to ​ (i) Within 10 days after the Closing Date (subject to any extension as may be agreed by the Administrative Agent), the Borrower shall establish and maintain cash management services Designated Deposit Accounts in the Borrower’s name with (x) with the Additional Collateral Agent or (y) with the prior written consent of a type and on terms each Collateral Management Agent, one or more financial institutions selected by the Borrower, reasonably satisfactory to the Administrative Agent at one or more of and, in each case, located in the banks set forth on Schedule 2.7(aUnited States (the “Collection Banks”). (ii) Within 90 days after the Closing Date (eachsubject to any extension as may be agreed by the Administrative Agent), a “the Borrower, the Collateral Agent and the Collection Banks will enter into Cash Management Bank”)Control Agreements with respect to all Designated Deposit Accounts then in existence, and shall request in writing thereafter will maintain, separate Cash Management Control Agreements with respect to all Designated Deposit Accounts and otherwise take such reasonable steps any other deposit account from time to ensure time owned by the Borrower; provided that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to if such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day Control Agreements are not obtained within 90 days after the date of receipt thereofClosing Date (subject to any extension as may be agreed by the Administrative Agent), all of their Collections (including those sent directly by their Account Debtors the Borrower shall be required to Borrower move such Designated Deposit Accounts to the Administrative Agent or one of its Subsidiaries) into a bank account in Agent’s name (a “such other Collection Bank that has executed such Cash Management Account”) at one of Control Agreements. Additionally, within 60 days after the Cash Management Banks; provided that Closing Date (isubject to any extension as may be agreed by the Administrative Agent) the Borrower may keep up shall cause the TPB Group to $25,000 enter into Cash Management Control Agreements in favor of the aggregate in accounts that are not subject Borrower with respect to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit TPB Designated Accounts. (biii) Each Cash Management Bank The Borrower shall establish cause all receipts from the sale of Inventory to be deposited initially into the TPB Designated Accounts. On a monthly basis (or if a Dominion Period exists, on no less frequently than once per Business Day) such receipts, net of the Service Charge (as defined in the Inventory Services Agreement) if such Service Charge is then permitted to be paid pursuant to Section 6.6(c) shall be deposited into a Designated Deposit Account. All amounts received by the Borrower and maintain Cash Management Agreements with Agent and Borrowerany Collection Bank, in form and substance reasonably acceptable respect of any account, in addition to Agent. Each such Cash Management Agreement shall provide, among all other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or cash received from any other claim against source, shall promptly upon receipt be deposited or swept into a Designated Deposit Account. The Borrower may close deposit accounts at any Collection Bank and/or open new deposit accounts at any Collection Bank, subject (in the applicable Cash Management Account other than for payment case of its service fees and other charges directly related opening any new deposit account) to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent contemporaneous (or such longer period as the Administrative Agent may reasonably agree; but in no event later than 60 days after such notice is given) execution and delivery to the Agents of a Cash Management Control Agreement consistent with the provisions of this Section 2.21 and otherwise reasonably satisfactory to the Administrative Agent. Subject to Section 5.11, the Borrower shall ensure that the creditworthiness TPB Designated Accounts are subject to a control agreement between itself (as the secured party) and the Company, which account control agreement shall provide that the Borrower shall be entitled to sweep such account daily into a Designated Deposit Account at any time during a Dominion Period. (b) So long as no Dominion Period then exists in respect of which the Administrative Agent has delivered notice thereof as contemplated by the definition thereof, the Borrower shall be permitted to withdraw Cash and Cash Equivalents from Controlled Accounts to be used for working capital and general corporate purposes. If a Dominion Period exists and the Administrative Agent has delivered notice thereof as contemplated by the definition thereof, all collected amounts held in the Controlled Accounts shall be applied as provided in Section 2.21(c). (c) Each Cash Management Control Agreement relating to a Controlled Account shall include provisions that allow, during any Dominion Period, for all collected amounts held in such Controlled Account from and after the date requested by the Administrative Agent to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to one or more accounts maintained with the Administrative Agent (each, an “Agent Deposit Account”). Subject to the terms of the respective Security Document, during any Dominion Period, all amounts received in an Agent Deposit Account shall be applied (and allocated) by the Administrative Agent on a daily basis in the following order: (i) first, (A) to the payment of any fees, indemnities, costs, expenses and other amounts due and payable to the Administrative Agent, in its capacity as such, under any of the Loan Documents and (B) to repay or prepay outstanding Revolving Credit Loans advanced by the Administrative Agent on behalf of the Revolving Lenders pursuant to Section 2.1(c); (ii) second, to the extent all amounts referred to in preceding clause (i) have been paid in full, on a ratable basis, (A) to pay all accrued and unpaid interest due and payable on the Revolving Credit Loans and (B) to pay any fees, indemnities, costs, expenses and other amounts (other than principal) due and payable to the Revolving Lenders in their respective capacities as such, under any of the Loan Documents with respect to the Revolving Credit Loans; (iii) third, to the extent all amounts referred to in preceding clauses (i) and (ii) have been paid in full, on a ratable basis, (A) to repay the outstanding principal of Revolving Credit Loans (whether or not then due and payable), (B) to Cash Management Collateralize the L/C Obligations and solely to the extent there are applicable Reserves contained in the Borrowing Base, (C) to Pari Bank Product Obligations (including cash collateralization thereof); (iv) fourth, to the extent all amounts referred to in preceding clauses (i) through (iii), inclusive, have been paid in full, to repay or prepay outstanding LILO Loans advanced by the Administrative Agent on behalf of the XXXX Xxxxxxx pursuant to Section 2.1(c); (v) fifth, to the extent all amounts referred to in preceding clauses (i) through (iv), inclusive, have been paid in full, on a ratable basis, (A) to pay all accrued and unpaid interest due and payable on the LILO Loans and (B) to pay any fees, indemnities, costs, expenses and other amounts (other than principal) due and payable to the LILO Lenders in their respective capacities as such, under any of the Loan Documents with respect to the LILO Loans; (vi) sixth, to the extent all amounts referred to in preceding clauses (i) through (v), inclusive, have been paid in full, to repay (on a ratable basis) the outstanding principal of LILO Loans (whether or not then due and payable); (vii) seventh, to the extent all amounts referred to in preceding clauses (i) through (vi), have been paid in full, to pay other Bank Product Obligations that are not Pari Bank Product Obligations; (viii) eighth, to the extent all amounts referred to in preceding clauses (i) through (vii), inclusive, have been paid in full, to pay (on a ratable basis) all other outstanding Obligations then due and payable to the Secured Parties under any of the Loan Documents; (ix) ninth, to the extent all amounts referred to in preceding clauses (i) through (viii) inclusive, have been paid in full and so long as no Event of Default then exists, to be returned to the Borrower for the Borrower’s own account. Notwithstanding the foregoing, it is no longer acceptable understood and agreed that (I) all Controlled Accounts may be subject to Liens permitted by Section 6.3(f) (it being understood that the Administrative Agent may establish a Reserve with respect to any such Lien if such Lien constitutes a First Priority Priming Lien) and (II) (x) if any fees are expressly permitted to be charged by the applicable bank or credit card or other merchant processor to the Borrower pursuant to the terms of any applicable agreement in Agent’s reasonable judgment, connection therewith or as promptly as practicable and in (y) if any event within 60 days of notice from Agent sales draft or sales transaction (or similar item) previously credited to a Controlled Account are returned to the applicable bank or processor, as applicable, such longer period bank or processor may, in each case, to the fullest extent permitted by the applicable agreement or law, withdraw funds from such Controlled Account in the full amount of such fees or such returned item. Notwithstanding the foregoing, the Administrative Agent may exclude Bank Product Obligations from the application described above if the Administrative Agent has not received a notice (including the type and amount of such Bank Product Obligations, together with such supporting documentation as the Administrative Agent may reasonably agree; but in no event later than 90 days after such notice is givenrequest) that from the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank applicable Qualified Counterparty with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentProduct Obligations. (d) The Cash Management Accounts Subject to the terms and conditions of Section 9.3, all costs and expenses to effect the foregoing (including reasonable legal fees and disbursements of counsel) shall be cash collateral paid by the Borrower. (e) Upon the termination of any Dominion Period, (i) the Administrative Agent agrees to promptly stop transferring amounts from the Controlled Accounts to accounts subject maintained with the Administrative Agent pursuant to Control Agreementsthis Section 2.21 and (ii) the Collection Banks shall promptly permit the Borrower to withdraw Cash and Cash Equivalents from Controlled Accounts to be used for Permitted Payments.

Cash Management. The Borrower shall, and shall cause its Domestic Subsidiaries to: (a) (a) within ninety (90) after the Closing Date (as such period shall be automatically extended by another 60 days if the Borrower shall is using commercial reasonable efforts to comply with the requirement set forth herein and shall cause each as such period may be further extended by the Administrative Agent in its sole discretion after such automatic extension) and thereafter, maintain its primary cash management and treasury business with one or more Lenders, including, without limitation, deposit accounts, disbursement accounts, investment accounts and lockbox accounts, except for those deposit accounts in existence as of its Subsidiaries to the Closing Date (the “Existing Deposit Accounts”); provided that (i) establish within ninety (90) after the Closing Date (as such period shall be automatically extended by another 60 days if the Borrower is using commercial reasonable efforts to comply with the requirement set forth herein and maintain cash management services as such period may be further extended by the Administrative Agent in its sole discretion after such automatic extension) and thereafter, the available balance of a type and on terms reasonably satisfactory the Existing Deposit Accounts shall be swept to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, accounts at a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, Lender at least once each Business Day and (ii) within ninety (90) after the Closing Date (as such period shall be automatically extended by another 60 days if the Borrower is using commercial reasonable efforts to comply with the requirement set forth herein and as such period may be further extended by the Administrative Agent in its sole discretion after such automatic extension) and thereafter, Borrower shall have given all notices and filed all applications necessary to direct all account debtors on Government Receivables to remit payment on all Government Receivables to the Government Receivables Deposit Accounts described in clause (b) of this Section 5.11. Within ninety (90) after the Closing Date (as such period shall be automatically extended by another 60 days if the Borrower is using commercial reasonable efforts to comply with the requirement set forth herein and as such period may be further extended by the Administrative Agent in its sole discretion after such automatic extension) and thereafter, all of the foregoing accounts shall be subject to Control Account Agreements with the applicable Lender or depository institutions (other than (i) zero-balance accounts for the purpose of managing local disbursements, payroll, withholding and other fiduciary accounts, (ii) Government Receivables Deposit Accounts and (iii) Small Balance Accounts, all of which the Loan Parties may maintain without restriction) (each such deposit account, disbursement account, investment account and lockbox account, a “Controlled Account”); (b) within ninety (90) after the Closing Date (as such period shall be automatically extended by another 60 days if the Borrower is using commercial reasonable efforts to comply with the requirement set forth herein and as such period may be further extended by the Administrative Agent in its sole discretion after such automatic extension) and thereafter, notwithstanding anything in clause (a) above to the contrary, maintain all Government Receivables Deposit Accounts with a Lender and the available balances in each such Government Receivables Deposit Account shall be swept to one or cause more Controlled Accounts at a Lender at least once each Business Day; (c) (c) within ninety (90) after the Closing Date (as such period shall be automatically extended by another 60 days if the Borrower is using commercial reasonable efforts to comply with the requirement set forth herein and as such period may be deposited further extended by the Administrative Agent in its sole discretion after such automatic extension) and thereafter, deposit promptly, and in any event no later than the first 10 Business Day Days after the date of receipt thereof, all cash, checks, drafts or other similar items of their Collections (including those sent directly by their Account Debtors payment relating to Borrower or one constituting payments made in respect of its Subsidiaries) any and all accounts and other Collateral into a bank account Controlled Accounts, in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that each case except for (i) the Borrower may keep up to $25,000 in cash and Permitted Investments the aggregate in accounts that are value of which does not subject to exceed $250,000 at any time (the foregoing and “Small Balance Accounts”), (ii) payments that are deposited in the requirements Government Receivables Deposit Accounts and (iii) cash and payments in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts.zero-balance accounts for the purpose of managing local disbursements, payroll, withholding and other fiduciary accounts; and (bd) Each Cash Management Bank shall establish at any time after the occurrence and maintain Cash Management Agreements with Agent during the continuance of an Event of Default, at the request of the Required Lenders, the Borrower will, and Borrowerwill cause each other Loan Party to, cause all payments constituting proceeds of accounts or other Collateral to be directed into lockbox accounts under agreements in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related satisfactory to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Administrative Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish Except as otherwise set forth in this Section 7.01(m), cause all cash and maintain all proceeds from Accounts Receivable and the sale of Inventory to be deposited each Business Day into Depository Accounts that are subject to Depositary Account Agreements, (ii) cause all funds in such Depository Accounts to be transferred by automated clearing house transfer or wire transfer into the Cash Concentration Account at least once per week, (iii) authorize, and the Companies do hereby authorize, the Agent to cause all cash management services of a type and on terms reasonably satisfactory to be sent by wire transfer to the Agent Account at one or more the discretion of the banks set forth Agent and at times or intervals as the Agent may elect, provided that if the Cash Concentration Account Bank does not receive directions from the Agent to transfer such cash to its Agent’s Account on Schedule 2.7(aor before Thursday of any week, the Cash Concentration Account Bank shall be instructed to transfer such cash to such Borrower’s operating account on the immediately following Friday, (iv) (each, a “Cash Management Bank”)authorize, and shall request the Companies do hereby authorize, the Agent to cause all funds transferred to the Agent Account to be credited to the Loan Account and applied to reduce the Obligations outstanding from time to time in writing accordance with Section 2.07 hereof, (v) take all such actions as the Agent deems necessary or advisable to send all cash, all proceeds from the sale of Inventory, all remittances or other proceeds of Collateral to the Agent Account to be applied to the Obligations as described in clauses (i) through (v) above, (vi) on or before the Effective Date, deliver to the Agent (A) Depository Account Agreements executed by the relevant Loan Party and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management each Depository Bank, and (iiB) deposit a Cash Concentration Account Agreement executed by the Borrowers and the Cash Concentration Account Bank, (vi) take such other actions as the Agent deems necessary or advisable to grant to the Agent dominion and control over the funds in the Depository Accounts and the Cash Concentration Account, (vii) notify the Agent in writing not later than five Business Days prior to the establishment of any new Depository Accounts, and (viii) cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject delivered to the foregoing and (ii) Agent, prior to the requirements deposit of any funds in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrowersuch new Depository Account, a Depository Account Agreement, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account satisfactory to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to , duly executed by the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreementnew Depository Account Bank. Borrower Notwithstanding the foregoing, the Borrowers may maintain operating accounts with commercial banks located near the Refineries with aggregate deposits not in excess of $1,000,000 at any time (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management for all such accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentaggregate). (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish All proceeds of assets of the Borrowers and maintain cash management services any other amounts payable to any Borrower at any time (other than any amounts that are deposited in an Excluded Deposit Account), shall be deposited by such Borrowers into a collection account established at PNC for the deposit of a type and on terms reasonably satisfactory such proceeds (all such accounts, the “Collection Accounts”). Each Borrower shall deliver to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Deposit Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerControl Agreement, in form and substance reasonably acceptable satisfactory to Agent. Each such Cash Management Agreement shall provideAgent in its Permitted Discretion, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management respect to each Collection Account other than for payment any Excluded Deposit Account which shall be in “springing” form permitting Borrowers to access and use such Collection Accounts unless and until a “notice of its service fees and other charges directly related to the administration of sole control” (such Cash Management Account and for returned checks notice, or other items of payment, and (iii) upon the instruction of Agent (any similar notice described in any applicable control agreement an “Activation InstructionNotice”), the Cash Management Bank will forward ) is issued by daily sweep all amounts in the applicable Cash Management Account Agent to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and bank at which such Collection Account is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Accountmaintained; provided, howeverthat, Agent shall not issue such an Activation Notice except after the occurrence and during the continuance of Trigger Event and shall revoke such Activation Notice if, subsequent thereto, the Trigger Period commenced by such Trigger Event shall have ended. Upon issuance of an Activation Notice, such Deposit Account Control Agreements shall provide that all available funds in each Collection Account will be transferred, on each Business Day, to Agent, either to any account maintained by Agent at such bank or by wire transfer to appropriate account(s) of Agent, and otherwise be in form and substance (iincluding as to the extent of offset and statutory lien rights) such prospective Cash Management Bank shall be reasonably satisfactory to Agent. All funds deposited in such Collection Accounts during the effectiveness of a Trigger Period shall immediately be applied to the outstanding Advances or Sand Tiger Obligations, as applicable. Neither Agent nor any Lender assumes any responsibility for such collection account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank maintaining a Collection Account. (ii) prior Notwithstanding anything to the time contrary in the foregoing Section 4.8(h)(i), all collections derived from Bonded Receivables shall be deposited by such Borrowers into the Bonded Receivable Collection Account established at Agent within two (2) Business Days of the opening of such Cash Management Account, date Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank receives collections with respect to Cash Management Accounts or such Bonded Receivables. Borrower may access and use the funds in the Bonded Receivable Collection Account unless an Activation Notice is issued with respect thereto (and thereafter, with the prior written consent of Agent’s liability under any Cash Management Agreement with ), and upon such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmenttime, Agent shall have the right, but not the obligation, to apply such funds to the outstanding Advances and other Obligations. (diii) Notwithstanding anything to the contrary herein or in any Other Document, Borrowers shall ensure that Agent does not receive, whether by deposit to the Collection Accounts or otherwise, any funds from any Customer located in a Sanctioned Country to the extent receipt of such funds would be a violation of applicable Anti-Terrorism Laws. (iv) The Cash Management Accounts shall be parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agent and the Lenders hereunder in order for the Agent and the Lenders to manage and monitor their collateral accounts subject position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, the cash management arrangements contemplated herein are critical to Control Agreementsthe structure of the lending arrangements contemplated herein, the Agent and Lenders are relying on the Credit Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to them and in particular that any accommodations of credit are being provided by the Agent and Lenders strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunder.

Cash Management. (a) Borrower The Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) 2.21 (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ their Account Debtors forward payment of the amounts owed by them directly to such Cash Management BankBanks, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections payments on or with respect to Accounts (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesthe Borrowers) into a bank account in Agent’s name at one of the Cash Management Banks that is subject to a Control Agreement (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts). (b) Each The Control Agreement for each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement Account shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iiiii) upon the instruction of the Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account pursuant to the instructions of the Agent’s Account. The Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower the Borrowers may amend Schedule 2.7(a) 2.21 to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to the Agent, and (ii) prior to the time of the opening of such Cash Management Account, the applicable Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to the Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank Control Agreement with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentAccount. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries who hold Accounts to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Administrative Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ (if any) Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Administrative Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Administrative Agent and Borrower, in form and substance reasonably acceptable to Administrative Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Administrative Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Administrative Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Administrative Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Administrative Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Administrative Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Administrative Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Administrative Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Administrative Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) The Borrower shall shall, and shall cause each Subsidiary Loan Party to, maintain the cash management systems described below, or, with respect to cash management systems of any entity acquired pursuant to a Permitted Acquisition consummated after the Closing Date, establish and maintain such cash management systems within sixty (60) days (or such longer time period as the Administrative Agent may agree in writing) following the consummation of such Permitted Acquisition, in each case, subject to Section 5.16: (a) Maintain all cash management and treasury business with SunTrust Bank or a Permitted Third Party Bank, including, without limitation, all deposit accounts, disbursement accounts, investment accounts and lockbox accounts, other than Excluded Accounts (each such deposit account, disbursement account, investment account and lockbox account, other than any Excluded Account, a “Controlled Account”). (b) Each Controlled Account shall (i) be a cash collateral account, with all cash, checks and other similar items of payment in such account securing payment of the Obligations, and in which the Borrower and each of its Subsidiaries shall have granted a first priority Lien (subject to (inon-consensual Liens arising by operation of law) establish and maintain cash management services of a type and to the Administrative Agent, on terms reasonably satisfactory to Agent at one or more behalf of the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management BankSecured Parties, and (ii) be subject to an Account Control Agreement. (c) Subject to Section 5.11(e), deposit or cause to be deposited promptly, and in any event no later than the first five (5) Business Day Days after the date of receipt thereof, all cash, checks, drafts or other similar items of their Collections (including those sent directly by their Account Debtors payment relating to Borrower or one constituting payments made in respect of its Subsidiaries) any and all accounts and other Collateral into a bank account Controlled Accounts, in Agent’s name (a “each case except for cash, checks, drafts, other similar payment items and Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in Equivalents the aggregate in accounts that are value of which does not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accountsexceed $3,000,000 at any time. (bd) Each Cash Management Bank shall establish At any time after the occurrence and maintain Cash Management Agreements with Agent during the continuance of an Event of Default, at the request of the Required Lenders, the Borrower will, and Borrowerwill cause each other Loan Party to, cause all payments constituting proceeds of accounts or other Collateral to be directed into lockbox accounts under agreements in form and substance reasonably acceptable satisfactory to the Administrative Agent. Each such Cash Management Agreement shall provide, among other things, that . (ie) For each deposit account into which the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, any Subsidiary Loan Party receives payments from Federal/State Health Care Program Account Debtors (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an a “Activation InstructionGovernment Receivables Account”), the Cash Management Borrower or such Subsidiary Loan Party shall enter into an agreement (a “Government Receivables Account Agreement”) with the Permitted Third Party Bank will forward at which such Government Receivables Account is located, in such form as may be reasonably approved by daily sweep the Administrative Agent, which agreement shall provide that all amounts in the applicable Cash Management funds deposited into such Government Receivables Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and transferred promptly (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and but in any event within 30 days one (1) Business Day of notice from Agent deposit) to a Controlled Account of the Borrower or such Subsidiary Loan Party. Neither the Borrower nor any Subsidiary Loan Party shall terminate or modify a Government Receivables Account Agreement without the approval of the Administrative Agent, which approval (or such longer period non-approval, as the case may be) shall be communicated to the Borrower by the Administrative Agent may reasonably agree; but in no event later than 60 days after such notice is givenwithin five (5) that the creditworthiness Business Days of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentsuch request for approval and which approval shall not be unreasonably withheld, conditioned or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentdelayed. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”), ") and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, Bank and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that . Borrower shall establish and maintain a concentration account in its name (ithe "Concentration Account") at the bank or banks which shall be designated as the concentration account bank for Borrower may keep up on Schedule 2.7(a) (the "Concentration Account Bank") which bank shall be satisfactory to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit AccountsAgent. (b) Each Cash Management Bank and the Concentration Account Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrower or any Guarantor, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and the Concentration Account and proceeds thereof are held by Borrower such Cash Management Bank or its Subsidiariesthe Concentration Account Bank, as applicablethe case may be, as agent or bailee-in-possession for Agent, (ii) the Cash Management Bank has and the Concentration Account Bank have no rights of setoff or recoupment or any other claim against the applicable Cash Management Account or Concentration Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account or Concentration Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the A) with respect to each Cash Management Bank will Bank, such bank agrees, to forward by daily sweep immediately all amounts in the applicable each Cash Management Account to the Agent’s Concentration Account Bank and to cause daily sweeps from such Cash Management Account into the Concentration Account. Agent agrees not to issue an Activation Instruction , and (B) with respect to the Cash Management Accounts unless Concentration Account Bank, such bank agrees from and after a receipt of a notice (an "Activation Notice") from Agent (which Activation Notice may be given by Agent at any time at which an Event of Default has shall have occurred and is continuing at continuing), to immediately forward all amounts received in the time Concentration Account to the Agent's Account; provided, however, that Agent reserves the right in its sole discretion, to require that Collections representing amounts attributable to trust fund taxes or Hydrocarbon interests of third Persons be segregated by the Cash Management Banks and held in a separate account (it being the intent of Agent, to the extent it has sufficient information to do so, to so segregate trust fund taxes or Hydrocarbon interests of third Persons and to avoid the deposit of such funds into the Agent's Account), and (iv) prior to the receipt by the Concentration Account Bank of an Activation Instruction is issuedNotice, all amounts in the Concentration Account may be transferred to and used by Borrower in the ordinary course of business. From and after the date Agent has delivered an Activation Notice to any Cash Management Bank with respect to any Cash Management Account(s), Borrower shall not accumulate or maintain cash in disbursement or payroll 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. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank, Cash Management Account, Concentration Account Bank or Cash Management Concentration Account; provided, however, that (i) such prospective Cash Management Bank or Concentration Account Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account or Concentration Account with the prospective Cash Management Bank or Concentration Account Bank, and (ii) prior to the time of the opening of such Cash Management Account or Concentration Account, Borrower (or its Subsidiary, as applicable) and Guarantors and such prospective Cash Management Bank or Concentration Account Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts or Concentration Account (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank or Concentration Account Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts Accounts, Concentration Account Bank with respect to the Concentration Account or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank or the Concentration Account Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts and the Concentration Account shall be cash collateral accounts, with all Collections in such accounts securing payment of the Obligations, and in which Borrower and each Guarantor is hereby deemed to have granted a Lien to Agent. (e) Newco Canada shall (i) maintain one or more depository accounts, under the dominion and control of Agent pursuant to a lockbox agreement among Agent, Newco Canada and the applicable Canadian financial institution, in form and substance satisfactory to Agent, in respect of its Collections and (ii) instruct all of its Account Debtors to remit all such Collections to such depository accounts. Newco Canada shall at all times deposit all Collections into such accounts that are received by it from any source promptly, and in any event no later than the first Business Day, after the date of receipt thereof. (f) So long as no Event of Default shall have occurred and be continuing, Newco Canada may use the funds on deposit in its foreign bank accounts for its working capital purposes. During the continuance of an Event of Default, Agent shall have the right to convert all non-Dollar denominated balances in Newco Canada's foreign bank accounts into Dollars (at Borrower's sole expense) and cause all amounts in such accounts to be wired into a DDA or other account subject to a Control AgreementsAgreement and then wired from such DDA to a Cash Management Account. The arrangements contemplated in Section 2.7(e) and this Section 2.7(f) shall not be modified by Borrower, Newco Canada or any other Subsidiaries of Borrower without the prior written consent of Agent.

Cash Management. (a) Borrower Within 30 days after the Closing Date, Company shall and shall cause each of its Subsidiaries to (i) establish and maintain the cash management services of a type systems described below: A. On or before the Closing Date, Company shall establish lock boxes (“Lock Boxes”) and on terms reasonably satisfactory to Agent blocked accounts (“Blocked Accounts”) at one or more of the banks set forth on in Schedule 2.7(a) (each8.10. From the Closing Date until the Revolving Loan Commitment Termination Date, a “Cash Management Bank”), Company shall and shall request in writing and otherwise take such reasonable steps cause its Subsidiaries to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, cheques, drafts or other similar items of their Collections payment relating to or constituting payments made in respect of any and all Collateral (including those sent directly by their Account Debtors whether or not otherwise delivered to Borrower or one of its Subsidiariesa Lock Box) into one or more Blocked Accounts in Company’s name and at a bank identified in Schedule 8.10 (each, a “Relationship Bank”). On or before the Closing Date, Company shall also have established a concentration account in Agent’s its name (a the “Cash Management Concentration Account”) at one of the Cash Management Banks; provided bank that shall be designated as the Concentration Account bank for Company in Schedule 8.10 (ithe “Concentration Account Bank”) the Borrower may keep up which bank shall be reasonably satisfactory to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit AccountsCollateral Agent. B. Company may maintain, in its name, accounts (beach a “Disbursement Account” and collectively, the “Disbursement Accounts”) Each Cash Management Bank at a bank acceptable to Collateral Agent, into which Administrative Agent shall, from time to time, deposit proceeds of Revolving Loans and Swing Line Loans made to Company for use by Company in accordance with the provisions of this Agreement. C. On or before the Closing Date (or such later date as Collateral Agent may consent to in writing), the Concentration Account Bank, each bank where a Disbursement Account is maintained and all other Relationship Banks, shall establish and maintain Cash Management Agreements have entered into tri-party blocked account agreements with Collateral Agent (for the benefit of itself, Administrative Agent and Borrowerthe Lenders) and Company, in form and substance reasonably acceptable to Collateral Agent (it being understood that the form of blocked account agreement attached as Exhibit XXII is acceptable to Collateral Agent), which shall become operative on or prior to the Closing Date. Each such Cash Management Agreement shall blocked account agreement shall, unless otherwise agreed to by Collateral Agent in accordance with the immediately preceding sentence, provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management account and proceeds thereof deposited in the Concentration Account without further consent are held by Borrower such bank as agent or its Subsidiariesbailee in possession for Collateral Agent (for the benefit of itself, as applicableAdministrative Agent and the Lenders), (ii) the Cash Management Bank bank executing such agreement has no rights of setoff or recoupment or any other claim against such account, as the applicable Cash Management Account case may be, other than (1) for payment of its service fees and other charges directly related to the administration of such Cash Management Account accounts and the Disbursement Accounts maintained with such Relationship Bank, (2) for the amount of any required adjustments due to clerical error or calculation errors directly relating to such accounts or the Disbursement Accounts, (3) for returned checks cheques or other items of payment, (4) for clearing of Company’s cheques or other items of payment by Company or (5) in accordance with any court order, notice of garnishment or applicable law binding on such Relationship Bank, and (iii) upon from and after the instruction Closing Date (A) with respect to banks at which a Blocked Account is maintained, such bank agrees, from and after the receipt of Agent a notice (an “Activation InstructionNotice”), the Cash Management Bank will forward ) from Collateral Agent (which Activation Notice may be given by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Collateral Agent agrees not to issue at any time at which (1) an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower (2) an event or circumstance having a Material Adverse Effect has occurred, or (3) Borrowing Availability plus cash and Cash Equivalents is less than $15,000,000 (any of the foregoing being referred to herein as an “Activation Event”)), to forward immediately all amounts in each Blocked Account to the Concentration Account Bank and to commence the process of daily sweeps from such Blocked Account into the Concentration Account, and (B) with respect to the Concentration Account Bank, such bank agrees from and after the receipt of an Activation Notice from Collateral Agent upon the occurrence of an Activation Event, to immediately forward all amounts received in the Concentration Account to the collection account (an account of Collateral Agent designated as such, the “Collection Account”) through daily sweeps from such Concentration Account into the Collection Account. From and after the date Collateral Agent has delivered an Activation Notice to any bank with respect to any Blocked Account(s), Company (1) shall not, and shall not cause or permit any Subsidiary thereof to, accumulate or maintain cash in Disbursement Accounts or payroll accounts as of any date of determination in excess of the sum of cheques outstanding against such accounts as of that date and $500,000, and (2) Company shall request in writing and otherwise take such reasonable steps to ensure that all account debtors of Company and each Subsidiary forward payment directly to its Lock Boxes, except for wire transfers made to the Concentration Account. If an Activation Notice has been delivered to any bank, and thereafter there shall have occurred a 180-day period during which, for the duration of such 180-day period, no Potential Event of Default or Event of Default shall have occurred and be continuing, (Y) no event or circumstance having a Material Adverse Effect has occurred and (Z) Borrowing Availability plus cash and Cash Equivalents shall have been greater than $15,000,000 at all times, Collateral Agent shall rescind such Activation Notice, and thereafter the Cash Management Systems shall operate on the basis set forth in this Section 8.10 as if no Activation Notice had been given. D. So long as no Event of Default has occurred and is continuing, Company may amend Schedule 2.7(a) 8.10 to add or replace a Cash Management Bank Relationship Bank, Lock Box or Cash Management Blocked Account or to replace any Concentration Account or any Disbursement Account; provided, however, provided that (i) Collateral Agent shall have consented in writing in advance to the opening of such prospective Cash Management Bank shall be reasonably satisfactory to Agentaccount or Lock Box with the relevant bank, and (ii) prior to the time of the opening of such Cash Management Accountaccount or Lock Box, Borrower (or its Subsidiary, as applicable) Company and such prospective Cash Management Bank bank shall have executed and delivered to Collateral Agent a Cash Management Agreementtri-party blocked account agreement, in form and substance reasonably satisfactory to Collateral Agent. Borrower (or its Subsidiaries, as applicable) Company shall close any of its Cash Management Accounts accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 thirty (30) days of following notice from Collateral Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank bank holding an account is no longer acceptable in Collateral Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 sixty (60) days of following notice from Collateral Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, transfer or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts accounts or Lock Boxes of the bank holding such accounts or Collateral Agent’s liability under any Cash Management Agreement tri-party blocked account agreement with such Cash Management Bank bank is no longer acceptable in Collateral Agent’s reasonable judgment. (d) E. The Cash Management Lock Boxes, Blocked Accounts, Disbursement Accounts and the Concentration Account shall be cash collateral accounts, with all cash, cheques and other similar items of payment in such accounts subject securing payment of the Loans and all other Obligations and Lender Hedge Agreements, and in which Company shall have granted a Lien to Control AgreementsCollateral Agent, on behalf of itself, the Agents, the Lenders and the Swap Lenders, pursuant to the Collateral Documents. F. All amounts deposited in the Collection Account shall be deemed received by Collateral Agent. Upon receipt, Collateral Agent shall promptly (and in all events on the same Business Day received, so long as such amounts are deposited in the Collection Account no later than noon eastern time) deliver such amounts to Administrative Agent, and Administrative Agent shall, and Company hereby authorizes Administrative Agent to, apply such amounts to prepay the outstanding Loans and, collateralize Bankers’ Acceptances (without further reduction of the Revolving Loan Commitments). G. Company shall, and shall cause its Affiliates, officers, employees, agents, directors or other Persons acting for or in concert with Company (each a “Related Person”) to, (i) hold in trust for Collateral Agent (for the benefit of itself, Administrative Agent and the Lenders) all cheques, cash and other items of payment received by Company or any such Related Person relating to or constituting payments made in respect of any and all Collateral, and (ii) within one (1) Business Day after receipt by Company or any such Related Person of any such cheques, cash or other items of payment, deposit the same into a Blocked Account. Company on behalf of itself and each Related Person acknowledges and agrees that all cash, cheques or other items of payment constituting proceeds of Collateral are part of the Collateral.

Cash Management. (a) Borrower Within thirty (30) days of the occurrence of a Specified Default, or immediately upon the occurrence of any other Cash Dominion Event, the Borrowers, upon the request of the Administrative Agent, shall and shall cause deliver to the Administrative Agent a schedule of all DDAs, that to the knowledge of the Responsible Officers of the Loan Parties, are maintained by the Loan Parties, which schedule includes, with respect to each of its Subsidiaries to depository (i) the name and address of such depository; (ii) the account number(s) maintained with such depository; and (iii) a contact person at such depository. (b) Annexed hereto as Schedule 2.18(b) is a list describing, as of the Closing Date, all arrangements to which any Loan Party is a party with respect to the payment to such Loan Party of the proceeds of all credit card and debit card charges for sales by such Loan Party. (c) To the extent not previously delivered, each Loan Party shall: (i) on or prior to the thirty (30) day anniversary of the Closing Date or such later date as the Administrative Agent shall agree in writing, deliver to the Collateral Agent notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and addressed to such Loan Party’s credit card and debit card clearinghouses and processors listed on Schedule 2.18(b); and (ii) on or prior to the ninety (90) day anniversary of the Closing Date or such later date as the Administrative Agent shall agree in writing, in its sole discretion (such date, the “Blocked Account Date”), enter into a blocked account agreement (each, a “Blocked Account Agreement”), reasonably satisfactory to the Administrative Agent, with any Blocked Account Bank with respect to the DDAs in which material amounts (as reasonably determined by the Administrative Agent) of funds of any of the Loan Parties from one or more DDAs are concentrated (excluding, for the avoidance of doubt, the Designated Account (as defined below) and xxxxx cash, payroll, trust and tax withholding accounts subject to the limitations set forth in clause (d) below) (including those existing as of the Closing Date and listed on Schedule 2.18(c) attached hereto) (collectively, the “Material DDAs” and, to the extent, subject to a Blocked Account Agreement, collectively, the “Blocked Accounts”); provided that in the event that any DDA listed on Schedule 2.18(c) is not subject to a Blocked Account Agreement on or prior to Blocked Account Date, then not later than sixty (60) days after the Blocked Account Date or such later date as the Administrative Agent shall agree in writing, in its sole discretion, the Loan Parties shall cause any DDA which is not a Blocked Account to be closed and have all funds therein transferred to a Blocked Account, and all future deposits made to, a Blocked Account with the Collateral Agent or another Lender. (d) Each Credit Card Notification and Blocked Account Agreement entered into by a Loan Party shall require (after delivery of notice to the Blocked Account Bank from the Collateral Agent (which notice may be given during the continuance of a Cash Dominion Event)) the ACH or wire transfer on each Business Day (and whether or not there is then an outstanding balance in the Loan Account) of all available cash receipts (the “Cash Receipts”) (other than Uncontrolled Cash which may be deposited into a segregated DDA which the Lead Borrower designates in writing to the Administrative Agent as being the “Uncontrolled Cash Account”(the “Designated Account “)) to the concentration account maintained by the Administrative Agent at Bank of America (the “Concentration Account”), from: (i) the sale of Inventory and other Collateral (whether or not constituting a Prepayment Event, but excluding, until the Term Loan Facility is repaid in full, any Term Priority Collateral); (ii) all proceeds of collections of Accounts (whether or not constituting a Prepayment Event); (iii) all Net Proceeds on account of any Prepayment Event (other than, until the Term Loan Facility or any Permitted Refinancing thereof is repaid in full, a Prepayment Event arising in connection with the Term Priority Collateral); (iv) each Blocked Account (including all cash deposited therein from each DDA); and (v) the cash proceeds of all credit card and debit card charges. If any cash or Cash Equivalents owned by any Loan Party (other than (i) amounts on deposit in the Designated Account, which funds, shall not be funded from, or when withdrawn from the Designated Account, shall not be replenished by, funds constituting proceeds of Collateral so long as such Cash Dominion Event continues, (ii) xxxxx cash accounts funded in the ordinary course of business, the deposits in which shall not aggregate more than $10,000,000 or exceed $2,000,000 with respect to any one account (or in each case, such greater amounts to which the Administrative Agent may agree in its sole discretion), and (iii) payroll, trust and tax withholding accounts funded in the ordinary course of business and required by Applicable Law) are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account (or a DDA which is swept daily to a Blocked Account), then (a) the Borrowers shall cause all funds in such accounts or so held or so invested to be transferred with such frequency as may be reasonably required by the Administrative Agent to a Blocked Account (or a DDA which is swept daily to a Blocked Account) and (b) the Collateral Agent may require the applicable Loan Party to close such account and have all funds therein transferred to a Blocked Account, and all future deposits made to a Blocked Account. In addition to the foregoing, during the continuance of a Cash Dominion Event, the Loan Parties shall provide the Collateral Agent with an accounting of the contents of the Blocked Accounts, which shall identify, to the reasonable satisfaction of the Collateral Agent, the proceeds from the Term Priority Collateral which were deposited into a Blocked Account and swept to the Concentration Account. Upon the receipt of (x) the contents of the Blocked Accounts, and (y) such accounting, the Collateral Agent agrees to promptly remit to the agent under the Term Loan Facility or any Permitted Refinancing thereof the proceeds of the Term Priority Collateral received by the Administrative Agent. (e) [Reserved]. (f) The Loan Parties may close Material DDAs or Blocked Accounts and/or open new Material DDAs or Blocked Accounts, subject to the execution and delivery to the Collateral Agent of appropriate Blocked Account Agreements (unless expressly waived by the Collateral Agent) consistent with the provisions of this SECTION 2.18 and otherwise reasonably satisfactory to the Collateral Agent. The Loan Parties shall furnish the Collateral Agent with prior written notice of their intention to open or close a Material DDA and the Collateral Agent shall promptly notify the Lead Borrower as to whether the Collateral Agent shall require a Blocked Account Agreement with the Person with whom such account will be maintained. Unless consented to in writing by the Collateral Agent, the Borrowers shall not enter into any agreements with credit card or debit card processors other than the ones expressly contemplated herein unless contemporaneously therewith, a Credit Card Notification, is executed and delivered to the Collateral Agent. The Borrowers may also maintain one or more disbursement accounts (the “Disbursement Accounts”) to be used by the Borrowers for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. (g) The Loan Parties shall establish and maintain cash management services of a type arrangements and on terms procedures, including Blocked Accounts, reasonably satisfactory to Agent the Administrative Agent. (h) The Concentration Account shall at one or more all times be under the sole dominion and control of the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), Collateral Agent. Each Borrower hereby acknowledges and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided agrees that (i) such Borrower has no right of withdrawal from the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicableConcentration Account, (ii) the Cash Management Bank has no rights funds on deposit in the Concentration Account shall at all times continue to be collateral security for all of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of paymentObligations, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts funds on deposit in the applicable Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this SECTION 2.18, during the continuation of a Cash Management Dominion Event, any Borrower receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Borrower for the Collateral Agent, shall not be commingled with any of such Borrower’s other funds or deposited in any account of such Borrower and shall promptly be deposited into the Concentration Account to or dealt with in such other fashion as such Borrower may be instructed by the Collateral Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank Any amounts received in the Concentration Account at any time when all of the Obligations then due have been and remain fully repaid shall be reasonably satisfactory to Agent, and (ii) prior remitted to the time operating account of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance Borrowers maintained with the foregoing sentenceAdministrative Agent. (j) The Collateral Agent shall promptly and (but in any event within 30 days of one Business Day) furnish written notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice to each Person with whom a Blocked Account is given) that the creditworthiness maintained of any termination of a Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentDominion Event. (dk) The Cash Management Accounts following shall apply to deposits and payments under and pursuant to this Agreement: (i) Funds shall be cash collateral accounts subject deemed to Control Agreementshave been deposited to the Concentration Account on the Business Day on which deposited, provided that such deposit is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations are being paid in full, by 2:00 p.m. Boston time, on that Business Day); (ii) Funds paid to the Administrative Agent, other than by deposit to the Concentration Account, shall be deemed to have been received on the Business Day when they are good and collected funds, provided that such payment is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations are being paid in full, by 2:00 p.m. Boston time, on that Business Day); (iii) If a deposit to the Concentration Account or payment is not available to the Administrative Agent until after 4:00 p.m. on a Business Day, such deposit or payment shall be deemed to have been made at 9:00 a.m. on the then next Business Day; (iv) If any item deposited to the Concentration Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the applicable Loan Account and the Borrowers shall indemnify the Secured Parties against all out-of-pocket claims and losses resulting from such dishonor or return; (v) All amounts received under this SECTION 2.18 shall be applied in the manner set forth in SECTION 7.04.

Cash Management. (a) Borrower and each Guarantor shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent Lender at one or more of the banks set forth on Schedule 2.7(a) (each, a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ their Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s Lender's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent Lender and BorrowerBorrower and each Guarantor, in form and substance reasonably acceptable to AgentLender. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent Lender directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon from and after the instruction of Agent (an “Activation Instruction”)date it receives written notification from Lender, the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Lender's Account. Agent Anything contained herein to the contrary notwithstanding, Lender agrees that it shall not to issue an Activation Instruction with respect provide the above-described notice to the Cash Management Accounts Banks unless an and until a Triggering Event of Default has occurred and is continuing at continuing. Once a Triggering Event has occurred and during the time continuance thereof, Lender shall be free to exercise its right to issue such Activation Instruction is issuednotice and the subsequent elimination of the subject Triggering Event shall not eliminate the effectiveness of any notice that has been given during the continuance of a Triggering Event. (c) So long as no Default or Event of Default or Triggering Event has occurred and is continuing, Borrower and each Guarantor may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentLender and Lender shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiarya Guarantor, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent Lender a Cash Management Agreement. Borrower (or its Subsidiariesa Guarantor, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s Lender's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s Lender's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s Lender's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its their respective Domestic Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their respective Domestic Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower Borrowers or one of its their respective Domestic Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent (or, after the date when the “Discharge of Priority First Lien Indebtedness” (as such term is defined in the Intercreditor Agreement) has occurred, Second Lien Loan Agent) directing the disposition of the funds in such Cash Management Account without further consent by Borrower Borrowers or its their respective Domestic Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its Domestic Subsidiary, as applicable) , and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower Borrowers (or its their respective Domestic Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall On and shall cause each after the date that is fifteen (15) Business Days of its Subsidiaries the Interim Facility Effective Date, the Loan Parties agree and covenant to (i) establish cause all cash and maintain cash management services all proceeds from accounts receivable and the sale of a type and on terms reasonably satisfactory Inventory to Agent at one or more be deposited into the depository accounts in the ordinary course of business of the banks set forth Loan Parties consistent with past practice, (ii) cause all funds in such depository accounts to be transferred into the cash concentration account on Schedule 2.7(aa daily basis, (iii) cause all cash deposited in the cash concentration account to be sent by wire transfer to the Administrative Agent's Account on a daily basis, (each, a “Cash Management Bank”), iv) instruct the Administrative Agent to cause all funds transferred to the Administrative Agent's Account to be credited to the Loan Account and shall request in writing and otherwise take such reasonable steps applied to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of reduce the amounts owed by them directly Obligations outstanding from time to such Cash Management Banktime, and (iiv) deposit take all such actions as the Administrative Agent deems necessary or cause advisable to send all cash, all proceeds from the sale of Inventory, all remittances or other proceeds of Collateral to the Administrative Agent's Account to be deposited promptlyapplied to the Obligations, and in any event no later than (vi) execute and deliver to the first Administrative Agent within fifteen (15) Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one Days of the Cash Management Banks; provided that (i) Interim Facility Effective Date, such blocked account, lockbox and similar agreements to establish the Borrower may keep up to $25,000 in full cash dominion described above. Upon receipt by any Loan Party of collections of cash and any proceeds of Collateral, the aggregate in accounts that are not subject to Loan Parties shall immediately deposit all such payments into the foregoing cash concentration account or any depository account under the dominion and (ii) control of the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit AccountsAdministrative Agent. (b) Each Cash Management Bank shall establish After the occurrence and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) during the Cash Management Bank will comply with any instructions originated by Agent directing the disposition continuance of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred Default, each Agent may send a notice of assignment and/or notice of the Lenders' security interest to any and is all Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any proceeds of such Collateral be paid directly to the Administrative Agent, for the benefit of Agents and Lenders, and thereafter the Collateral Agent shall have the sole right to collect the Accounts and cause all payments to be made to the Administrative Agent to be deposited in the Administrative Agent's Account and/or take possession of the Collateral and the books and records relating thereto. The Loan Parties shall not, without prior written consent of the Agents, grant any extension of time of payment of any Account, compromise or settle any Account for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except, in the absence of a continuing at the time such Activation Instruction is issuedEvent of Default, as permitted by Section 8.02(m). (c) So long Each Loan Party hereby appoints each Agent or its designee on behalf of such Agent as no Default or the Loan Parties' attorney-in-fact with power exercisable during the continuance of an Event of Default has occurred and is continuingto endorse any Loan Party's name upon any notes, Borrower may amend Schedule 2.7(a) to add acceptances, checks, drafts, money orders or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior other evidences of payment relating to the time Accounts, to sign any Loan Party's name on any invoice or xxxx of lading relating to any of the opening of such Cash Management AccountAccounts, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank drafts against Account Debtors with respect to Cash Management Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party to such address as such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or Agent’s liability designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans, Letter of Credit Obligations and other Obligations under any Cash Management Agreement with such Cash Management Bank is no longer acceptable the Loan Documents are Paid in Agent’s reasonable judgmentFull and all of the Loan Documents are terminated. (d) The Cash Management Accounts Nothing herein contained shall be cash collateral accounts subject construed to Control Agreementsconstitute any Agent as agent of any Loan Party for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to any Agent and shall not be responsible in any way for the performance by any Loan Party of any of the terms and conditions thereof. (e) If any Account includes a charge for any tax payable to any Governmental Authority, each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties' account and to charge the Loan Parties therefor. The Borrower shall notify the Administrative Agent if any Account includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of such Account and shall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agents and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries the Loan Parties to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at Xxxxx Fargo or one or more of the other banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiariesthe Loan Parties’ Account Debtors forward payment of the amounts owed by them directly to a Collection Account at such Cash Management BankBank that is not an Excluded Account (a "Cash Management Account") (by wire transfer to the applicable Cash Management Bank or to a lockbox maintained by the applicable Cash Management Bank for deposit into such Collection Account), and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one a Loan Party) and proceeds of its Subsidiaries) Collateral into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank Borrower shall and shall cause each of the Loan Parties to establish and maintain Cash Management Agreements with Agent and Borrowerthe applicable Cash Management Bank, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such each applicable Cash Management Account without further consent by Borrower (or its Subsidiariesany Loan Party, as applicable), (ii) the Cash Management Bank has no waives, subordinates or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the each applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management AccountAccount and shall upon such addition or replacement provide to Agent an amended Schedule 2.7(a); provided, however, however that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior as promptly as practicable and in any event within 45 days (or such longer period as may be acceptable to the time of Agent) after the opening of such Cash Management Account, Borrower (or its Subsidiarysuch Loan Party, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiariesany Loan Party, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts Cash Management Accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 45 days of notice from Agent (or such longer period as the may be acceptable to Agent) after notice from Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in material breach of its obligations under its Cash Management Agreement with Agent’s reasonable judgment. (d) The Other than with respect to Excluded Accounts, Borrower shall not, and shall not permit the Loan Parties to, make, acquire or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Borrower or such Loan Party, as applicable, and the applicable bank or securities intermediary have entered into Cash Management Accounts shall be cash collateral accounts subject Agreements governing such Permitted Investments in order to Control Agreementsperfect (or further establish) Agent’s Liens in such Permitted Investments.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) as amended or modified from time to time pursuant to clause (each, c) below (each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ their Account Debtors forward payment of the amounts owed by them directly to such Cash Management BankBanks, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections from Account Debtors (including those sent directly by their Account Debtors to Borrower or one of its SubsidiariesBorrowers) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerAgreements, in form and substance reasonably acceptable to Agent. Each Unless the Agent otherwise agrees, each such Cash Management Agreement shall provide, among other things, that that, subject to the terms of the Cash Management Agreements, (i) at any time after notice from Agent and prior to the rescinding of such notice, the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicableBorrowers, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon at any time after notice from Agent and prior to the instruction rescinding of Agent (an “Activation Instruction”)such notice, the Cash Management Bank it will forward by daily sweep all amounts in the applicable Cash Management Account to the applicable Agent’s Account. Agent agrees not that at any time prior to issue an Activation Instruction with respect the occurrence of a Cash Management Triggering Event and at any time after the occurrence of a subsequent Cash Management Reinstatement Event (to the extent no subsequent Cash Management Triggering Event has occurred), Agent shall, subject to the terms of the Cash Management Agreements, instruct the Cash Management Banks to direct the funds in the Cash Management Accounts unless an to such Deposit Accounts of Borrowers as Agent is directed by Administrative Borrower. After the occurrence of a Cash Management Reinstatement Event, Agent further agrees to promptly notify (to the extent Agent’s notice is required pursuant to the relevant Cash Management Agreement) each Cash Management Bank of the occurrence of such Cash Management Reinstatement Event and that such Cash Management Bank may resume directing the funds in the Cash Management Accounts to such Deposit Accounts of Default has occurred and is continuing at the time such Activation Instruction is issuedBorrowers as directed by Administrative Borrower. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, the applicable Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its SubsidiariesSubject to the terms of the Cash Management Agreements, as applicable) Borrowers shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 60 days of notice from Agent (or such longer period as the Administrative Borrower and Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 90 days of notice from Agent (or such longer period as the Administrative Borrower and Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more Irrespective of the banks set forth non-existence on Schedule 2.7(a) (eachthe date hereof of any Cash Trap Event, a “Cash Management Bank”)commencing on the date hereof, Borrowers shall deposit any Rents received by Borrowers, and shall request in writing and otherwise take such reasonable steps instruct the Collection Account Bank to ensure that transfer all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts property receipts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by cleared on a daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect basis to the Cash Management Accounts unless an Event Collateral Account Bank for deposit, into the Cash Collateral Account and, commencing on the Next Payment Date and continuing on each Payment Date thereafter, any Rents deposited into the Cash Collateral Account (or otherwise received by Borrowers) during the immediately preceding calendar month shall be applied as set forth in Section 2.2.3 of Default has occurred the Existing Loan Agreement, as said Section is hereinafter modified. Consistent with the foregoing, Section 2.2.3 and Section 2.6 of the Existing Loan Agreement shall be, and are hereby, modified to delete therefrom, as a condition precedent to the effectiveness of the operation thereof, the occurrence and existence of a Cash Trap Event. In addition, said Section 2.2.3 shall be, and is continuing at the time such Activation Instruction is issued. (c) So hereby, further modified to provide that any sums which remain after application as set forth in said Section 2.2.3 shall, so long as no Default or Cash Trap Event of Default has occurred exists and is continuing, Borrower may amend Schedule 2.7(a) be remitted to add or replace a Cash Management Bank or Cash Management Account; Borrowers (hereinafter, the "Borrowers' Remittance"), provided, however, that (i) such prospective that, during the existence of any Cash Management Bank Trap Event, said sums shall be reasonably satisfactory remitted to AgentLender and applied by Lender to such items in connection with the Loan, including, without limitation, reduction of outstanding principal and accrued and unpaid interest and other sums thereon, in such order and proportion, as Lender, in its sole discretion, shall elect. Notwithstanding the foregoing, on each Payment Date that Borrowers are entitled to receive the Borrowers' Remittance hereunder, Borrowers and the General Partners hereby authorize and direct Lender and the Cash Collateral Account Bank directly to transfer such Borrowers' Remittance to an account, such account to be specified by "Mezzanine Lender" (iias such quoted term is hereinafter defined) in a written notice delivered by Mezzanine Lender to the Cash Collateral Account Bank and Lender not less than two (2) Business Days prior to the time applicable Payment Date (said transfer herein referred to as a "Mezzanine Loan Payment"). Borrowers and the General Partners hereby acknowledge and agree that each Mezzanine Loan Payment is intended to be, and shall be, an amount paid by Borrowers on behalf of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance General Partners out of the Cash Management proceeds of an equity distribution which otherwise would be made directly to the General Partners in like amount. Borrowers hereby represent, warrant and confirm to Lender that (a) all tenants of all the Properties have been irrevocably directed to send all Rents directly to the Collection Account Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with for deposit into the "A" Account and (b) all such Cash Management Bank is no longer acceptable directions remain in Agent’s reasonable judgmentfull force and effect. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its their Material Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their Material Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower Borrowers or one of its their Material Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank agent or its Subsidiaries, as applicablebailee in possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction receipt of Agent (an “Activation Instruction”)written notice from Agent, the such Cash Management Bank immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless Unless an Event of Default has occurred and is continuing continuing, Agent will not exercise its control over any Cash Management Account. If Agent has exercised its control over any Cash Management Account, Agent shall discontinue the exercise of its control over such Cash Management Account at such time as no Event of Default has existed for a period of sixty (60) consecutive days; provided, that, nothing herein shall affect Agent’s right to reinstate its control over any such Cash Management Account upon any subsequent occurrence, and during the time such Activation Instruction is issued. (c) continuation, of an Event of Default. So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its Material Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower Borrowers (or its their Material Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (dc) The Each Cash Management Accounts Account shall be a cash collateral accounts account subject to a Control AgreementsAgreement.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject provided, however, to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall extent such Collections do not apply at any one time exceed $50,000, Collections from FBO Operations received at an FBO may be deposited to Excluded Deposit Accountsa Cash Management Account no less frequently than twice per week. (b) Each Cash Management Bank shall establish and maintain maintain, within the time frame specified in Section 3.2(a), Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) Borrowers shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to The Credit Parties will (i) establish within forty-five (45) days after the Amendment Effective Date (the "Account Transfer Deadline"), transfer all depository and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more other non-disbursement accounts of the banks Credit Parties (other than those accounts set forth on Schedule 2.7(a7.23 (the "Excluded Credit Party Accounts")) (each, to accounts held at any bank that is a “Cash Management Bank”), Revolving Lender and shall request cause such accounts to become subject to a perfected lien in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment favor of the amounts owed by them directly Administrative Agent for the benefit of the Secured Parties in a manner reasonably satisfactory to the Administrative Agent, provided that from and after the Account Transfer Deadline, the average daily balance in all Excluded Credit Party Accounts (other than any such Cash Management Bankaccounts which on the date hereof constitute cash collateral for obligations) shall at no time exceed $500,000 (plus the amount of any outstanding checks) in the aggregate for a period of 5 consecutive days, and (ii) deposit or as soon as is reasonably practicable after consummation of the Management Opco Merger, (a) transfer all depository accounts of Management Opco and Management Sub (other than (A) commissary accounts and inmate trust accounts and (B) accounts listed on Schedule 7.23 (such accounts in this clause (B), the "Excluded Management Opco Accounts")) to accounts held at any bank that is a Revolving Lender and cause such accounts to be deposited promptlybecome subject to a perfected lien in favor of the Administrative Agent for the benefit of the Secured Parties in a manner reasonably satisfactory to the Administrative Agent, and (b) transfer all centralized disbursement accounts and concentration accounts of Management Opco and Management Sub to accounts held at any bank that is a Revolving Lender and cause such concentration accounts (but not the centralized disbursement accounts) to become subject to a perfected lien in any event favor of the Administrative Agent for the benefit of the Secured Parties in a manner reasonably satisfactory to the Administrative Agent, provided that the average daily balance in the Excluded Management Opco Accounts and the centralized disbursement accounts shall at no later than time after the first date that is ten (10) Business Day Days after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one consummation of the Cash Management Banks; provided that Opco Merger exceed $3,000,000 (plus the amount of any outstanding checks) in the aggregate for a period of 5 consecutive days. In addition to the foregoing, (i) within fifteen (15) Business Days after the Amendment Effective Date, the Borrower may keep up to $25,000 in the aggregate in accounts that are not shall cause its investment account at First Union (Account #22760000) xx become subject to the foregoing and (ii) the requirements a lien in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition favor of the funds Administrative Agent for the benefit of the Secured Parties in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be manner reasonably satisfactory to the Administrative Agent, and (ii) prior on and after the date that is fifteen (15) Business Days after the Amendment Effective Date, the average daily balance in the Borrower's operating account at First Union (Account #2020000174639) shall at no time exceed $500,000 (plus the amount of any outstanding checks) in the aggregate for a period of 5 consecutive days." Section 8.1 (e) of the Credit Agreement is hereby amended by adding at the beginning thereof the clause "subject to the time provisions of Section 3.3(b)(ii),". pp. Section 8.1(j) of the opening of such Cash Management Account, Borrower Credit Agreement is hereby amended by deleting the word "and" immediately following the semicolon in the last line thereof. Section 8.1 (or its Subsidiary, as applicablek) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank Credit Agreement is hereby amended by replacing the period at the end thereof with respect to Cash Management Accounts or Agent’s liability under any Cash Management a semicolon followed by the word "and" Section 8.1 of the Credit Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. hereby further amended by adding, immediately following subparagraph (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.k), the following new subparagraph (l):

Cash Management. (a) Servicer shall (i) establish Deposit Accounts in the name of Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services with respect to Borrower and each of its Subsidiaries Cash Management Services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a2.18(a) (each, a “Cash Management Bank”), and shall including lock-box arrangements, with respect to such Deposit Accounts, (ii) request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors Portfolio Companies forward payment of the amounts owed by them to Borrower or any of its Subsidiaries directly to such Cash Management Bankthe Collection Account or, in the case of payments in respect of any Split-Funded Loan, the Split-Funded Loan Collection Account, and (iiiii) deposit daily or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, daily all of their Collections (including those sent directly by their Account Debtors Portfolio Companies to Servicer, Borrower or one any of its SubsidiariesBorrower’s Subsidiaries or to a Cash Management Account that is not the Collection Account) into a bank account in Agent’s name (a “Cash Management the Collection Account or the Split-Funded Loan Collection Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts, as applicable. (b) Each Cash Management Bank Deposit Account of Borrower shall establish and maintain Cash Management Agreements with Agent and Borrowerbe subject to a Control Agreement or other method of perfection, in each case in form and substance reasonably acceptable to AgentAgent and Trustee (each such Deposit Account, a “Cash Management Account”). Each Control Agreement relating to each such Cash Management Agreement Account shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent Trustee directing the disposition of the funds in such Cash Management Account without further consent by Borrower Borrower, Servicer, or its Subsidiariesany of their respective Subsidiaries or Affiliates, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon in the instruction case of Agent (an “Activation Instruction”), the Cash Management Account which is the Collection Account, the Collection Account Bank will forward or permit Agent to forward, by daily sweep to be received the same Business Day, all amounts good funds in the applicable Cash Management Collection Account to the Trust Account and the Collection Account Bank will forward or permit Agent to forward, by daily sweep to be received the same Business Day, all good funds in the Trust Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to Account for application as required by the terms of Section 2.7(b) of this Agreement, and (iv) in the case of the Cash Management Accounts unless an Event Account which is the Split-Funded Loan Collection Account, the Collection Account Bank will forward or permit Agent to forward, by daily sweep to be received the same Business Day, 50% of Default has occurred all good funds in the Split-Funded Loan Collection Account to the Trust Account and is continuing at 50% of all good funds in the time such Activation Instruction is issuedSplit-Funded Loan Collection Account to the account specified therefor by the DZ Agent in accordance with the Intercreditor Agreement, and the Collection Account Bank will forward or permit Agent to forward, by daily sweep to be received the same Business Day, all good funds in the Trust Account to the Agent’s Account for application as required by the terms of Section 2.7(b) of this Agreement. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a2.18(a) to add or replace a Cash Management Bank or a Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the establishment of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of making a deposit in such Cash Management Account, Borrower (or Servicer or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent Trustee (with a Cash Management copy to Agent) a Control Agreement. Borrower (or Servicer or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts Cash Management Accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentPermitted Discretion, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank Account is no longer acceptable in Agent’s reasonable judgmentPermitted Discretion. (d) The Borrower hereby grants a Lien to Trustee, for the benefit of the Lender Group, in each of Borrower’s Deposit Accounts and Securities Accounts, including the Collection Account, the Split-Funded Collection Account, and each Cash Management Accounts Account, and each such Deposit Account and Securities Account shall be cash collateral accounts subject to a Control AgreementsAgreement or the Trustee’s Liens thereon shall be otherwise perfected to the satisfaction of Agent. (e) All sums received in the Collection Account, when available as good funds, shall be transmitted directly to and received in the Trust Account each Business Day. Fifty percent of all sums received in the Split-Funded Collection Account, when available as good funds, shall be transmitted directly to and received in the Trust Account each Business Day and fifty percent of all sums received in the Split-Funded Collection Account, when available as good funds, shall be transmitted directly to the account specified therefor by the DZ Agent in accordance with the Intercreditor Agreement. All sums received in the Trust Account, when available as good funds, shall be transmitted directly to and received in the Agent’s Account each Business Day for application to the Obligations in accordance with the terms of this Agreement. Whenever sums are transmitted to the Agent’s Account, Borrower or Servicer shall identify the portions that are payments with respect to Portfolio Loans, Purchase Participations, Split-Funded Loans or other Collateral (which shall then be applied to payment of the Obligations in accordance herewith).

Cash Management. (a) Borrower shall and shall cause each of its the Restricted Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its the Restricted Subsidiaries’ ' Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect Subject to the Cash Management Accounts unless an mandatory prepayment provisions set forth in Section 2.4, (i) at any time that no Event of Default has occurred and is continuing and there are outstanding Revolver A Advances, Agent, in accordance with Section 2.8, shall apply to such outstanding Revolver A Advances all amounts that have been swept from a Cash Management Account to the Agent's Account, and (ii) at any time that no Event of Default has occurred and is continuing and there are no Revolver A Advances outstanding, Agent shall transfer to the time such Activation Instruction is issuedDesignated Account on a daily basis all amounts that have been swept from a Cash Management Account to the Agent's Account. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its a Restricted Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiariesa Restricted Subsidiary, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrower hereby grants a Lien to Control AgreementsAgent.

Cash Management. (a) Borrower With respect to each Deposit Account (other than Excluded Deposit Accounts), within 90 days (or such later date as Administrative Agent may agree in its reasonable discretion; provided that the Administrative Agent shall take into account the impact of the COVID-19 pandemic on the ability of the Loan Parties to deliver such items within such time) of the Effective Date (as such date may be extended, the “Account Control Date”) (or, with respect to any Deposit Account other than Excluded Deposit Accounts opened or acquired following the Effective Date, within the later of the Account Control Date and 60 days of the opening or establishment of such Deposit Account (or of the acquisition of a Loan Party having such Deposit Account) (in each case, or such later date as the Administrative Agent may agree in its reasonable discretion)), (A) each Loan Party shall cause each bank or other depository institution at which any Deposit Account other than any Excluded Deposit Account is maintained by such Loan Party, to enter into a Control Agreement that provides for such bank or other depository institution to transfer to the Administrative Agent Account, on a daily basis, all balances in each Deposit Account (other than any Excluded Deposit Account maintained by any Loan Party with such depository institution) for application to the Obligations of its Subsidiaries the Loan Parties then outstanding following the receipt by such bank or other depository institution of a Control Notice (it being understood that the Administrative Agent shall reasonably promptly deliver a copy of such Control Notice to the Borrower), (B) each Loan Party irrevocably appoints the Administrative Agent as such Loan Party’s attorney-in-fact to collect such balances during a Cash Dominion Period to the extent any such transfer is not so made and (C) each Loan Party shall instruct each Account Debtor of a Loan Party (to the extent such Account Debtor is not already making payments to any such Deposit Account) to make all payments with respect to proceeds of ABL Priority Collateral owned by any Loan Party into (x) Deposit Accounts of Loan Parties subject to (ior that will be subject to as provided herein) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one Control Agreements or more (y) an Excluded Deposit Account of the banks set forth on Schedule 2.7(atype described in clause (b) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly definition thereof that is swept daily to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their a Deposit Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accountsa Control Agreement. (b) Each Upon the commencement and during the continuance of a Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that Dominion Period: (i) the Cash Management Bank will comply Administrative Agent shall instruct any or each depositary bank with which any instructions originated Loan Party shall have any Deposit Account and which is party to any Control Agreement to transfer on each Business Day (or with such other frequency as shall be specified by Agent directing the disposition Administrative Agent) to one or more accounts of the Administrative Agent or any of its Affiliates specified by it (collectively, the “Administrative Agent Account”) all funds then on deposit in the Deposit Account or Deposit Accounts of any Loan Party subject to such Cash Management Account without further consent by Borrower Control Agreement; provided that the Administrative Agent shall not be required to give such instructions with respect to one or its Subsidiariesmore of such Deposit Accounts if, as applicableand to the extent that, the Administrative Agent shall have determined that the aggregate amount of funds that would otherwise be required to be transferred pursuant to instructions given in accordance with this clause (i) on any Business Day would exceed the aggregate principal amount of Loans and LC Exposure (other than LC Exposure that shall have been theretofore cash collateralized in accordance with Section 2.05(i)) outstanding on such Business Day; and (ii) on each Business Day immediately following the Cash Management Bank has no rights day of setoff or recoupment or receipt by the Administrative Agent of any other claim against funds pursuant to a transfer referred to in clause (i) above, the Administrative Agent shall, subject to Section 2.18(b), apply the amounts so received first, to prepay Protective Advances made to the Borrower, second, to prepay Revolving Loans and Swingline Loans made to the Borrower, third, to cash collateralize outstanding LC Exposure in accordance with Section 2.05(i), and, following such application thereof, shall remit the remaining funds, if any, to the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) Loan Party; provided that upon the instruction occurrence and during the continuance of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred such funds may be applied as provided in Section 2.18(b) if so determined as provided in such Section (and, pending such application, may be held as cash collateral). The Borrower hereby directs the Administrative Agent to determine the order of application of such funds as among the individual Borrowings and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time LC Exposures of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentBorrower. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrower are hereby deemed to Control Agreementshave granted a Lien to Agent. (e) At the request of the Agent, the Borrower shall deliver to the Agent notification, executed by the Borrower, to each depository institution which any DDA (other than DDA's established for petty cash) is maintained, in form xxx substance satisfactory to the Agent in its Permitted Discretion of the Agent's Lien in such DDA and, instructs the depository institution, upon direction of the Agent, to remit all amounts deposited from time to time in the DDA to the Agent's Account or as otherwise directed from time to time by the Agent. The Borrower shall not establish any DDA hereafter unless, contemporaneous with such establishment, Borrower notifies Agent and, if requested by Agent, delivers to such depository institution the notification described herein. The Borrower shall not change such direction or designation except upon the prior written consent of the Agent. (f) The Borrower shall deliver to Agent, as a condition to the effectiveness of this Agreement, notification, executed by the Borrower, to each of the Borrower's credit card clearinghouses and processors, a notice (in form and substances satisfactory to the Agent in its Permitted Discretion), which notice shall provide that payment of all credit card charges submitted by the Borrower to that clearinghouse or other processor and any other amount payable to the Borrower by such clearinghouse or other processor shall be directed to the Agent's Account or as otherwise directed from time to time by the Agent. The Borrower shall not change such direction or designation except upon the prior written consent of the Agent.

Cash Management. (a) Borrower Immediately upon the occurrence of any Trigger Event (Cash Dominion), the Borrowers, upon the request of the Administrative Agent, shall and shall cause deliver to the Administrative Agent a schedule of all DDAs that, to the knowledge of the Responsible Officers of the Loan Parties, are maintained by the Loan Parties, which schedule includes, with respect to each of its Subsidiaries to depository (i) establish the name and maintain cash management services address of such depository, (ii) the account name and number(s) maintained with such depository and (iii) a type and on terms reasonably satisfactory to contact person at such depository. (b) Within 90 days after the Fifth Restatement Effective Date (or, so long as no Trigger Event (Cash Dominion) has occurred, such longer period as the Administrative Agent at one or more of the banks set forth on Schedule 2.7(a) may agree), each Loan Party shall enter into a blocked account agreement with any Blocked Account Bank (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Blocked Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management AccountAgreement”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts DDAs of such Loan Parties existing as of the Fifth Restatement Effective Date (except with respect to any payroll, trust and tax withholding accounts, any Permitted Receivables DDA, and any “zero balance” disbursement account which is linked to or funded by (either directly or through one or more other DDAs or Deposit Accounts, each of which is a “zero balance” disbursement account) a DDA or other Deposit Account which is subject to a Blocked Account Agreement or unless an Event expressly waived by the Administrative Agent) that are not currently subject to a Blocked Account Agreement in favor of Default has occurred and is continuing at the time Administrative Agent, including such Activation Instruction is issued. accounts listed on Schedule 2.19(b) attached hereto (c) So long as no Default or Event of Default has occurred and is continuingcollectively, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; providedthe “Blocked Accounts”), however, that (i) such prospective Cash Management Bank which Blocked Account Agreement shall be reasonably satisfactory to Agent, and the Administrative Agent (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and but in any event giving the Administrative Agent control (as such term is used in Article 9 of the Uniform Commercial Code) over such DDAs (or, with respect to any DDA maintained in Canada, such similar control over such DDA)), with any Blocked Account Bank; provided that, if a Trigger Event (Cash Dominion) has occurred, then each Loan Party shall use commercially reasonable efforts to enter into such Blocked Account Agreements within 30 days 10 Business Days after the commencement of notice from Agent such event (or such longer period as the Administrative Agent may reasonably agree; but ). (c) Each Blocked Account Agreement entered into by a Loan Party shall require, during the continuance of a Trigger Event (Cash Dominion) (and delivery of notice thereof from the Collateral Agent), the ACH or wire transfer on each Business Day (and whether or not there is then an outstanding balance in no event later the Loan Account) of all available cash receipts (the “Cash Receipts”) (other than 60 days after such notice is givenUncontrolled Cash which may be deposited into a segregated DDA which the Lead Borrower designates in writing to the Administrative Agent as being the “Uncontrolled Cash Account” (the “Designated Account”)) that to the creditworthiness Concentration Account, from: (i) the sale of Inventory and other Collateral (whether or not constituting a Prepayment Event); (ii) all proceeds of collections of Accounts (whether or not constituting a Prepayment Event); (iii) all Net Cash Proceeds on account of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and Prepayment Event; (iv) each Blocked Account (including all cash deposited therein from each DDA) (including any Designated Funds which are on deposit in any event within 60 days Blocked Account). If, at any time during the continuance of notice from Agent a Trigger Event (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is givenCash Dominion) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank (except with respect to any payroll, trust and tax withholding accounts, any Permitted Receivables DDA, and any “zero balance” disbursement account which is linked to or funded by (either directly or through one or more other DDAs or Deposit Accounts, each of which is a “zero balance” disbursement account) a DDA or other Deposit Account which is subject to a Blocked Account Agreement), any cash or Cash Management Accounts Equivalents owned by any Loan Party (other than Uncontrolled Cash) are deposited to any account, or Agent’s liability under held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement (or a DDA which is swept daily to a Blocked Account), the Collateral Agent may require the applicable Loan Party to close such account and have all funds therein transferred to a Blocked Account, and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. In addition to the foregoing, during the continuance of a Trigger Event (Cash Management Agreement Dominion), the Loan Parties shall provide the Collateral Agent with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentan accounting of the contents of the Blocked Accounts. (d) The Cash Management Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Administrative Agent of appropriate Blocked Account Agreements (except with respect to any payroll, trust and tax withholding accounts, any Permitted Receivables DDA, and any “zero balance” disbursement account which is linked to or funded by (either directly or through one or more other DDAs or Deposit Accounts, each of which is a “zero balance” disbursement account) a DDA or other Deposit Account which is subject to a Blocked Account Agreement or unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative Agent. The Loan Parties shall furnish the Administrative Agent with prior written notice of its intention to open or close a Blocked Account and the Administrative Agent shall promptly notify the Lead Borrower as to whether the Administrative Agent shall require a Blocked Account Agreement with the Person with whom such account will be maintained. (e) The Borrowers may also maintain one or more disbursement accounts (the “Disbursement Accounts”) to be used by the Borrowers for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. (f) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. Each Borrower hereby acknowledges and agrees that (i) such Borrower has no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times continue to be collateral security for all of the Obligations, and (iii) the funds on deposit in the Concentration Account shall be cash collateral accounts subject applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 2.19, during the continuation of a Trigger Event (Cash Dominion), any Borrower receives or otherwise has dominion and control of any such proceeds or collections (other than Uncontrolled Cash), such proceeds and collections shall be held in trust by such Borrower for the Collateral Agent, shall not be commingled with any of such Borrower’s other funds or deposited in any account of such Borrower and shall promptly be deposited into the Concentration Account or dealt with in such other fashion as such Borrower may be instructed by the Collateral Agent. (g) Any amounts received in the Concentration Account at any time when all of the Obligations then due have been and remain fully repaid shall be remitted to Control Agreementsthe operating account of the Borrowers maintained with the Administrative Agent. (h) The Collateral Agent shall promptly (but in any event within five Business Days) furnish written notice to each Person with whom a Blocked Account is maintained of any termination of a Trigger Event (Cash Dominion). (i) The following shall apply to deposits and payments under and pursuant to this Agreement: (i) funds shall be deemed to have been deposited to the Concentration Account on the Business Day on which deposited, provided that such deposit is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations are being paid in full, by 2:00 p.m. New York, New York time, on that Business Day); (ii) funds paid to the Administrative Agent, other than by deposit to the Concentration Account, shall be deemed to have been received on the Business Day when they are good and collected funds, provided that such payment is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations are being paid in full, by 2:00 p.m. New York, New York time, on that Business Day); (iii) if a deposit to the Concentration Account or payment is not available to the Administrative Agent until after 4:00 p.m. on a Business Day, such deposit or payment shall be deemed to have been made at 9:00 a.m. on the then next Business Day; (iv) if any item deposited to the Concentration Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the applicable Loan Account and the Borrowers shall indemnify the Secured Parties against all out-of-pocket claims and losses resulting from such dishonor or return; (v) all amounts received under this Section 2.19 shall be applied in the manner set forth in Section 8.04. (j) During any Trigger Event Cure Period, unless and until the Lead Borrower has demonstrated that Consolidated Fixed Charge Coverage Ratio is at least 1.00 to 1.00 (determined on a consolidated twelve-month (or four-quarter, if applicable) basis as of the fiscal month end immediately preceding the commencement of such Trigger Event Cure Period for which financial statements are available (but in any event as of the most recent fiscal month ending at least 30 days prior to the commencement of such Trigger Event Cure Period)) by delivery to the Administrative Agent of the monthly financial statements required by Section 6.01(f) for the fiscal month specified above and the related Compliance Certificate, (i) the Borrowers shall not be permitted to request any Loans or the issuance of any Letters of Credit and (ii) Holdings, the Borrowers and their respective Restricted Subsidiaries shall not be permitted to (A) declare any Restricted Payment in the form of a dividend under Sections 7.06(h), (j), or (k), (B) consummate any transaction described under Sections 7.02(d)(v), 7.02(j), 7.02(n), 7.06(h), 7.06(j), 7.06(k) or 7.12(a)(vi) (other than the payment of dividends which were not declared in violation of the preceding clause (A)), or (C) without the consent of the Administrative Agent, any transaction described under Section 7.05(f), 7.05(j) or 7.05(n).

Cash Management. (a) Borrower Each of the Collateral Obligors shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerCollateral Obligors, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) the applicable Collateral Obligor and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its the Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Collateral Obligors are hereby deemed to Control Agreementshave granted a Lien to Agent. (e) Notwithstanding the provisions of Section 2.7(b), so long as no Triggering Event has occurred, Borrower may elect to direct any or all amounts in the Cash Management Accounts to Borrower's Designated Account, provided that such direction and the effect thereof shall not cause a Default or Event of Default. If any such Triggering Event shall have occurred but shall subsequently be cured to Agent's satisfaction, then in Agent's sole discretion, Agent may thereafter permit Borrower to elect, and so long as no subsequent Triggering Event has occurred Borrower may so elect, to direct any or all amounts in the Cash Management Accounts to Borrower's Designated Account, provided that such direction and the effect thereof shall not cause a Default or Event of Default.

Cash Management. (a) Borrower Parent shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ ' Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower Parent or one of its Subsidiaries) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon it will forward, by daily sweep, all amounts in the instruction of applicable Cash Management Account to the Agent's Account. All amounts swept to Agent's Account pursuant to this Section 2.7(b) shall be applied in accordance with Section 2.4(b)(i). (c) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Parent, in form and substance acceptable to Lead Lenders. Each such Cash Management Agreement shall provide, among other things, that (an “Activation Instruction”), i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Parent or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, (iii) at any time after which the Agent so instructs such Cash Management Bank (a "Cash Sweep Instruction"), it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account, and (iv) if clause (iii) is not applicable, then Parent shall direct such Cash Management Bank to immediately transfer all such amounts to any Deposit Account that is subject to a Control Agreement specified by Borrower to be designated as Parent Intercompany Loans. Borrower shall immediately remit the proceeds of all Parent Intercompany Loans received pursuant to clause (iv) of the preceding sentence to Agent's Account in order to repay the Obligations, which amounts shall be applied in accordance with Section 2.4(b)(i). Agent agrees not to may issue an Activation a Cash Sweep Instruction with respect to the Cash Management Accounts unless only if an Event of Default has shall have occurred and is continuing at the time such Activation Instruction is issuedbe continuing. (cd) So long as no Default or Event of Default has occurred and is continuing, Borrower Parent may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower Parent (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower Parent (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (de) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall Each of the Loan Parties agree and shall cause each of its Subsidiaries covenant to (i) establish cause all cash and maintain cash management services all proceeds from Accounts Receivable, the sale of a type Inventory and on terms reasonably satisfactory all other Collateral to Agent at one or more be deposited into Deposit Accounts in the ordinary course of business of the banks set forth Loan Parties, (ii) cause all remittances on credit card sales to be transferred into a Deposit Account on a daily basis, (iii) cause all funds in the Deposit Accounts to be transferred into the Cash Concentration Account on a daily basis, (iv) cause all cash and all proceeds received pursuant to the Equity Investment Documents to be deposited in the Cash Concentration Account, (v) execute and deliver to the Administrative Agent on or prior to the Effective Date, Control Agreements for each financial institution and Deposit Account listed on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank7.01, and (iivi) deposit deliver to the Administrative Agent on or cause prior to be deposited promptly, the Effective Date the Credit Card Acknowledgments. The Borrowers shall promptly notify the Administrative Agent in writing of the creation of any new Deposit Account prior to the establishment thereof and in shall promptly upon the request by any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) Agent enter into a bank account in Agent’s name (a “Cash Management Control Agreement with the applicable financial institution with respect to such new Deposit Account”) at one of . The Control Agreement with respect to the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement Concentration Account shall provide, among other things, that from and after the receipt of a notice from the Administrative Agent (i) which notice may be given by the Cash Management Bank will comply with any instructions originated by Administrative Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction occurrence of Agent (an “Activation Instruction”Event of Default), the Cash Management Concentration Account Bank will shall forward by daily sweep immediately all amounts in the applicable Cash Management Concentration Account to the Administrative Agent’s Account and commence the process of daily sweeps from such Cash Concentration Account. All funds received in the Administrative Agent’s Account shall be credited to the Administrative Agent’s Account for application at the end of each Business Day on which such funds are received in the Administrative Agent’s Account to, subject to Section 3.04(b), reduce the then principal amount of the Revolving Loans. (b) The receipt of any payment item by Administrative Agent agrees (whether from transfers to the Administrative Agent by the Cash Concentration Account Bank or otherwise) shall not be considered a payment on account unless such payment item is a wire transfer of immediately available federal funds made to the Administrative Agent’s Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented for payment, then the Borrowers shall be deemed not to issue an Activation Instruction with respect have made such payment and interest shall be calculated accordingly. Anything to the Cash Management Accounts unless an Event contrary contained herein notwithstanding, any payment item shall, subject to the immediately preceding sentence, be deemed received by the Administrative Agent only if it is received into the Administrative Agent’s Account on a Business Day on or before 2:00 p.m. (New York City time). If any payment item is received into the Administrative Agent’s account on a non-Business Day or after 2:00 p.m. (New York City time) on a Business Day, it shall be deemed to have been received by Administrative Agent as of Default has occurred and is continuing at the time such Activation Instruction is issuedopening of business on the immediately following Business Day. (c) So long Each Loan Party hereby appoints each Agent or its designee on behalf of such Agent as no Default or the Loan Parties’ attorney-in-fact with power exercisable during the continuance of an Event of Default has occurred to endorse any Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or to do all other acts and is continuing, Borrower may amend Schedule 2.7(a) things necessary to add carry out this Agreement. All acts of said attorney or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agentdesignee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (ii) prior to the time other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Loans and such prospective Cash Management Bank shall have executed other Obligations under the Loan Documents are paid in full and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance all of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentLoan Documents are terminated. (d) The Cash Management Accounts shall Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agents and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be cash collateral accounts subject to Control Agreementsexercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Cash Management. (a) Borrower Loan Parties shall and shall cause each of its their Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their Subsidiaries’ ' Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first second Business Day after the date of receipt thereof, all of their Collections Collections, other than amounts not exceeding at anytime $150,000 for any individual account and $1,500,000 in the aggregate for all such accounts (including those sent directly by their Account Debtors to Borrower Loan Parties or one of its their Subsidiaries) into a bank account in Agent’s Administrative Borrower's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to AgentLoan Parties. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower Loan Parties or its their Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of the Agent (an “"Activation Instruction”"), the Cash Management Bank it will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an a Triggering Event of Default has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to promptly deliver to the Cash Management Bank a rescission of the Activation Instruction (the "Rescission") if: (x) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of this Agreement, and (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower a Loan Party (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Each Cash Management Accounts Account shall be a cash collateral accounts account subject to a Control AgreementsAgreement.

Cash Management. (a) Borrower and Servicer shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent Agent, Borrower and BorrowerServicer, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon on and after the instruction date on which it receives a Notice of Agent (an “Activation Instruction”)Sole Control from Agent, the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees that it shall not to issue an Activation Instruction with respect to the Cash Management Accounts deliver a Notice of Sole Control unless an Event of Default has occurred and is continuing at continuing. So long as no Event of Default has occurred and is continuing, Borrower may withdraw amounts on deposit in the time Cash Management Accounts (i) to purchase Eligible Subject Accounts pursuant to the Purchase Agreement, subject to the proviso to SECTION 6.14, (ii) to pay or prepay Obligations, (iii) to pay obligations permitted by the proviso to SECTION 7.7, (iv) to make distributions or pay dividends to the extent permitted under SECTION 7.11, or (v) to make loans or advances to the extent permitted under SECTION 7.13, and for no other purpose. Upon the occurrence and during the continuance of an Event of Default, Borrower shall not withdraw any amount from the Cash Management Accounts and, following delivery by Agent of a Notice of Sole Control, all such Activation Instruction is issuedamounts shall be forwarded to the Agent's Account in accordance with clause (iii) above. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower and Servicer may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; providedPROVIDED, howeverHOWEVER, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented (which consent shall not be unreasonably withheld or delayed) in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrower is hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall --------------- -------------------- request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections of their Collections any Borrower (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “"Cash ---- Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts.. ------------------ (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace --------------- a Cash Management Account Bank or Cash Management Account; provided, however, -------- ------- that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its SubsidiariesBorrowers shall, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, (x) establish replacement Cash Management Accounts in accordance with clauses (i) and (ii) above, and (y) direct all Account Debtors to remit payments to the new Cash Management Accounts in writing, and Borrowers shall close such unacceptable Cash Management Accounts as soon as reasonably practicable thereafter. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall request in ---------------- ---------------------- writing and otherwise take such reasonable steps steps, if necessary, to ensure that all of its and its Subsidiaries’ Account Debtors of Borrower and the Pledging Subsidiaries, forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s name subject to a Control Agreement (a “"Cash Management Account”") at one of ----------------------- the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of notice from Agent (an “Activation Instruction”)under such Cash Management Agreement, the Cash Management Bank will immediately thereafter, until notified to the contrary in writing by the Agent, forward by daily sweep (aa) an amount equal to seventeen and one-half percent (17.5%) (the "Borrower's Estimated -------------------- Percentage") of all amounts deposited in the applicable Cash Management Account ---------- to the Agent's Account and (bb) an amount equal to the remaining eighty-two and one-half percent (82.5%) of all other amounts deposited in the applicable Cash Management Account to the Agent’s AccountEastern American's account no. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing 245-968-3 at the time such Activation Instruction is issuedHarris Bank. (c) So long Xx xxxx as no Default xx Xxxault or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or --------------- Cash Management Account; provided, however, that (i) such prospective Cash -------- ------- Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with Borrower's ownership interest in all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrower is hereby deemed to Control Agreementshave granted a Lien to Agent. (e) Agent shall be entitled to deliver and maintain the notice of cash transfer ("Cash Transfer Notice") provided for in clause (iii) of Section 2.7(b) at any ------------------------ -------------- time, in the Agent's sole and absolute discretion, that either (i) an Event of Default has occurred and is continuing, or (ii) the Excess Availability is Two Million Dollars ($2,000,000) or less (each such time period a "Cash Sweep ---------- Period"). Once a Cash Sweep Period has been established by Agent it shall remain in effect until the conditions giving rise to such Cash Sweep Period no longer exist and Borrower has delivered to Agent a certificate to such effect requesting a termination of such Cash Sweep Period. (f) During any Cash Sweep Period, Borrower shall on a monthly basis deliver to Agent a report (each a "Monthly Funds Ownership Report") reflecting (i) the ------------------------------ actual percentage of ownership by Borrower, the Pledging Subsidiaries, and the Partnerships of all funds derived from the Borrowing Base Properties deposited to all Cash Management Banks during the preceding monthly time period and (ii) the aggregate amount of such deposits (i.e., the ownership percentage of Borrower, the Pledging Subsidiaries and the Pledging Subsidiaries in the Partnerships for such month expressed as a decimal multiplied by the aggregate amount of all deposits to all Cash Management Banks during such month [the "Borrower's Monthly Deposit"]) in the Cash Management Account. ----------------------------- (g) In the event a Monthly Funds Ownership Report reflects that during a Cash Sweep Period Borrower's Estimated Percentage has resulted in deposits to the Agent's Account during the preceding month in excess of the Borrower's Monthly Deposit for such month, Agent shall, upon request of Borrower, within five (5) Business Days, return to Borrower's control by wire transfer to the Designated Account an amount equal to the positive difference between the Borrower's Monthly Deposit for such month and the aggregate deposits to the Agent's Account during such monthly time period. (h) In the event a Monthly Funds Ownership Report reflects that during a Cash Sweep Period Borrower's Estimated Percentage has resulted in deposits to the Agent's Account during the preceding month of less than the Borrower's Monthly Deposit for such month, Agent shall promptly, in accordance with Section 2.3(e) of this Agreement, make an Advance for the account of Borrower to be credited to the Agent's Account in an amount equal to the positive excess of the Borrower's Monthly Deposit for such month over the amount deposited to Agent's Account for such month as a result of the Borrower's Estimated Percentage.