Common use of Concentration Accounts Clause in Contracts

Concentration Accounts. (i) The Borrower has established the Concentration Accounts subject to fully executed Concentration Account Agreements. The Borrower agrees that, subject to clause (iv) below, the Administrative Agent shall have exclusive dominion and control of each Concentration Account and all monies, instruments and other property from time to time on deposit therein. (ii) The Borrower (or the Servicer on Borrower’s behalf) has instructed all Collection Account Banks that on a daily basis all collected and available funds on deposit in each Collection Account are to be automatically transferred to a Concentration Account. If a Termination Event or a Designated Event has occurred and is continuing, the Agent may instruct any Concentration Account Bank to automatically transfer all collected and available funds on deposit in the related Concentration Account to the Agent Account or any other account designated by the Administrative Agent on a daily basis. (iii) If, for any reason, any Concentration Account Agreement relating to the Concentration Account terminates or the related Concentration Account Bank fails to comply with its obligations under such Concentration Account Agreement, then the Borrower shall promptly notify the Administrative Agent thereof and the Borrower, the Servicer or the Administrative Agent, as the case may be, shall instruct all Collection Account Banks who had previously been instructed to make wire payments to such Concentration Account maintained at any such Concentration Account Bank to make all future payments to a different Concentration Account in accordance with this Section 6.01(b)(iii). The Borrower shall not close any Concentration Account unless it shall have (A) received the prior written consent of the Administrative Agent, (B) established a new account with the same Concentration Account Bank or with a new depositary institution satisfactory to the Administrative Agent, (C) entered into an agreement covering such new account with such Concentration Account Bank or with such new depositary institution substantially in the form of the predecessor Concentration Account Agreement or that is satisfactory in all respects to the Administrative Agent (whereupon, for all purposes of this Agreement and the other Transaction Documents, such new account shall become a Concentration Account, such new agreement shall become a Concentration Account Agreement and any new depositary institution shall become a Concentration Account Bank), and

Concentration Accounts. Until the Termination Date, Borrower shall establish the accounts set forth in Part B of Disclosure Schedule (3.19) (together with any other accounts established in accordance with the last sentence of this clause (c), each, a "Concentration Account", and collectively, the "Concentration Accounts") with The Bank of New York and Bank of America, N.A. (together with any other financial institution (having total assets of more than $1,000,000,000 at the time any Concentration Account is established) at which such accounts are maintained, each, a "Concentration Account Bank", and collectively, the "Concentration Account Banks"). Borrower will cause to be delivered to Administrative Agent a Control Agreement (in form and substance satisfactory to Administrative Agent) duly executed by each Concentration Account Bank and Borrower (the "Closing Date Control Agreements") within the timeframes set forth in Section 5.15(c). Borrower shall not (nor shall it permit any other Credit Party or any of their respective Subsidiaries to) (i) The Borrower has established the Concentration Accounts subject to fully executed Concentration Account Agreements. The Borrower agrees that, subject to clause (iv) below, the Administrative Agent shall have exclusive dominion and control of each Concentration Account and all monies, instruments and other property from time to time on deposit therein. (ii) The Borrower (or the Servicer on Borrower’s behalf) has instructed all Collection Account Banks that on a daily basis all collected and available funds on deposit in each Collection Account are to be automatically transferred to a Concentration Account. If a Termination Event or a Designated Event has occurred and is continuing, the Agent may instruct any Concentration Account Bank to automatically transfer all collected and available funds on deposit in the related Concentration Account to the Agent Account or any other account designated by the Administrative Agent on a daily basis. (iii) If, for any reason, any Concentration Account Agreement relating to the Concentration Account terminates or the related Concentration Account Bank fails to comply with its obligations under such Concentration Account Agreement, then the Borrower shall promptly notify the Administrative Agent thereof and the Borrower, the Servicer or the Administrative Agent, as the case may be, shall instruct all Collection Account Banks who had previously been instructed to make wire payments to such Concentration Account maintained at any such Concentration Account Bank to make all future payments to a different Concentration Account in accordance with this Section 6.01(b)(iii). The Borrower shall not close terminate any Concentration Account unless it prior to doing so (w) such Person has established a replacement Concentration Account (which replacement may be any then-existing Concentration Account) and (x) in the case of any replacement Concentration Account for which there does not exist a Control Agreement in form and substance reasonably acceptable to Administrative Agent (an "Existing Control Agreement"), such Person shall have (A) received the prior written consent of the delivered to Administrative Agent, (B) established Agent a new account with the same Concentration Account Bank or with a new depositary institution satisfactory to the Administrative Agent, (C) entered into an agreement covering such new account with such Concentration Account Bank or with such new depositary institution Control Agreement substantially in the form of the predecessor Closing Date Control Agreement or otherwise in form and substance reasonably acceptable to it and executed by such replacement Concentration Account Agreement Bank and such Person or that is satisfactory in all respects (ii) open new or additional Concentration Accounts (or accounts having a similar functions) without (y) giving prior written notice thereof to the Administrative Agent (whereupon, for all purposes it being acknowledged that no consent of this Agreement and Administrative Agent to the other Transaction Documents, opening of such new or additional account shall become a be required so long as the total assets of such financial institution are more than $1,000,000,000 at the time such account is opened) and (z) in the case of any new or additional Concentration Account, having delivered to Administrative Agent prior to the establishment of any such new agreement shall become account, a Control Agreement (in form and substance substantially similar to the Closing Date Control Agreement or otherwise reasonably satisfactory to Administrative Agent) duly executed by the Concentration Account Agreement Bank and any new depositary institution shall become a such Person. Except as set forth in paragraph (d) below, Administrative Agent shall, from time to time, deposit proceeds of Advances and Overadvances made to Borrower pursuant to Section 1.1 into the Concentration Account Bank), andfor use by Borrower solely in accordance with the provisions of Section 1.4.

Concentration Accounts. (i) The Borrower has established the Concentration Accounts subject to fully executed Concentration Account Agreements. The Borrower agrees that, subject to clause (iv) below, the Administrative Agent shall have exclusive dominion and control of each Concentration Account and all monies, instruments and other property from time to time on deposit therein. (ii) The Borrower (or the Servicer on Borrower’s behalf) has instructed all Collection Account Banks that on a daily basis all collected and available funds on deposit in each Collection Account are to be automatically transferred to a Concentration Account. If a Termination Event or a Designated Event has occurred and is continuing, the Agent may instruct any Concentration Account Bank to automatically transfer all collected and available funds on deposit in the related Concentration Account to the Agent Account or any other account designated by the Administrative Agent on a daily basis. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, amounts may be transferred, remitted to or otherwise credited to a Concentration Account by electronic transfer (including merchant cards, wire transfers and other electronic fund transfers). (iii) If, for any reason, any Concentration Account Agreement relating to the Concentration Account terminates or the related Concentration Account Bank fails to comply with its obligations under such Concentration Account Agreement, then the Borrower shall promptly notify the Administrative Agent thereof and the Borrower, the Servicer or the Administrative Agent, as the case may be, shall instruct all Collection Account Banks who had previously been instructed to make wire payments to such Concentration Account maintained at any such Concentration Account Bank to make all future payments to a different Concentration Account in accordance with this Section 6.01(b)(iii). The Borrower shall not close any Concentration Account unless it shall have (A) received the prior written consent of the Administrative Agent, (B) established a new account with the same Concentration Account Bank or with a new depositary institution satisfactory to the Administrative Agent, (C) entered into an agreement covering such new account with such Concentration Account Bank or with such new depositary institution substantially in the form of the predecessor Concentration Account Agreement or that is satisfactory in all respects to the Administrative Agent (whereupon, for all purposes of this Agreement and the other Transaction Documents, such new account shall become a Concentration Account, such new agreement shall become a Concentration Account Agreement and any new depositary institution shall become a Concentration Account Bank), andand (D) taken all such action as the Administrative Agent shall reasonably require to grant and perfect a first priority Lien in such new Concentration Account to the Lender under Section 7.01 of this Agreement. Except as permitted by this Section 6.01(b), the Borrower shall not, and shall not permit the Servicer to open a new Concentration Account without the prior written consent of the Administrative Agent. (iv) The Administrative Agent hereby agrees that until such time as it exercises its right to take control of any Concentration Account under Section 7.05(d), the related Concentration Account Bank shall be entitled to follow the instructions of the Borrower, or the Servicer on behalf of the Borrower, with respect to the withdrawal, transfer or payment of funds on deposit in such Concentration Account.

Concentration Accounts. (i) The Borrower has established the Concentration Accounts subject to fully executed Concentration Account Agreements. The Borrower agrees that, subject to clause (iv) below, the Administrative Agent shall have exclusive dominion and control of each Concentration Account and all monies, instruments and other property from time to time on deposit therein. (ii) The Borrower (or the Servicer on Borrower’s behalf) has instructed all Collection Account Banks that on a daily basis all collected and available funds on deposit in each Collection Account are to be automatically transferred to a Concentration Account. If a Termination Event or a Designated Event has occurred and is continuing, the Agent may instruct any Concentration Account Bank to automatically transfer all collected and available funds on deposit in the related Concentration Account to the Agent Account or any other account designated by the Administrative Agent on a daily basis. (iii) If, for any reason, any Concentration Account Agreement relating to the Concentration Account terminates or the related Concentration Account Bank fails to comply with its obligations under such Concentration Account Agreement, then the Borrower shall promptly notify the Administrative Agent thereof and the Borrower, the Servicer or the Administrative Agent, as the case may be, shall instruct all Collection Account Banks who had previously been instructed to make wire payments to such Concentration Account maintained at any such Concentration Account Bank to make all future payments to a different Concentration Account in accordance with this Section 6.01(b)(iii). The Borrower shall not close any Concentration Account unless it shall have (A) received the prior written consent of the Administrative Agent, (B) established a new account with the same Concentration Account Bank or with a new depositary institution satisfactory to the Administrative Agent, (C) entered into an agreement covering such new account with such Concentration Account Bank or with such new depositary institution substantially in the form of the predecessor Concentration Account Agreement or that is satisfactory in all respects to the Administrative Agent (whereupon, for all purposes of this Agreement and the other Transaction Documents, such new account shall become a Concentration Account, such new agreement shall become a Concentration Account Agreement and any new depositary institution shall become a Concentration Account Bank), and

Concentration Accounts. (i) The Borrower has established Borrowers shall establish the Concentration ------------------------ Accounts subject at Bank One or one or more other banks organized under the laws of the United States or any State that are acceptable to fully executed Concentration Account Agreements. The Borrower agrees that, subject to clause (iv) below, the Administrative Agent shall have exclusive dominion Lender and control that are not at any time a creditor of each Concentration Account and all monies, instruments and other property from time to time on deposit therein. (ii) The either Borrower (or other than solely in the Servicer on capacity as either Borrower’s behalf's depository bank) has instructed all Collection Account Banks that on a daily basis all collected and available funds on deposit in each Collection Account are unless such bank executes an agreement with Lender by which such bank shall agree not to be automatically transferred offset any amounts owing to a Concentration Account. If a Termination Event or a Designated Event has occurred and is continuing, the Agent may instruct any Concentration Account Bank to automatically transfer all collected and available it against funds on deposit in the related Concentration Account. Borrowers shall cause such bank to join with Lender in executing a Payment Direction Agreement. In no event shall a Borrower change the bank at which the Concentration Account is maintained without Lender's prior written consent. Each Borrower shall deposit, and shall cause each Servicer to deposit, all payments with respect to or proceeds of any Collateral into a Concentration Account, promptly after receipt thereof, and neither of the Borrowers nor any Servicer shall deposit into a Concentration Account any other monies or Payment Items that do not constitute proceeds of Collateral. Borrowers shall be obligated to instruct and cause each depository bank at which a Concentration Account is maintained to wire transfer, at least once each week, all collected balances in the Concentration Account to the Agent Payment Account for application to the Obligations or, subject to the provisions below in this Section 4.4, to either Borrower's operating account. Under no circumstances may a Borrower transfer amounts from the Concentration Accounts to any account other than the Payment Account if, at the time of or after giving effect to such transfer, (a) a Default, Event of Default or Out-of-Formula Condition exists, or (b) the sum of the Facility A Borrowing Base and the Facility B Borrowing Base at the time of transfer, plus the collected balances in the Concentration Accounts at such time, do not exceed the outstanding principal balance of the Obligations at such time, by at least $250,000. At any other account designated by the Administrative Agent on time that an Event of Default shall exist, Lender may direct each depository bank at which a daily basis. (iii) If, for any reason, any Concentration Account Agreement relating is maintained to the Concentration Account terminates transfer all balances at any time or the related Concentration Account Bank fails from time to comply with its obligations under time existing in such Concentration Account Agreement, then the Borrower shall promptly notify the Administrative Agent thereof and the Borrower, the Servicer or the Administrative Agent, as the case may be, shall instruct all Collection Account Banks who had previously been instructed to make wire payments to such Concentration Account maintained at any such Concentration Account Bank to make all future payments to a different Concentration Account in accordance with this Section 6.01(b)(iii). The Borrower shall not close any Concentration Account unless it shall have (A) received the prior written consent of the Administrative Agent, (B) established a new account with the same Concentration Account Bank or with a new depositary institution satisfactory to the Administrative Agent, (C) entered into an agreement covering such new account with such Concentration Payment Account Bank or with such new depositary institution substantially in the form of the predecessor Concentration Account Agreement or that is satisfactory in all respects pursuant to the Administrative Agent (whereupon, for all purposes of this Agreement and the other Transaction Documents, such new account shall become a Concentration Account, such new agreement shall become a Concentration Account Agreement and any new depositary institution shall become a Concentration Account Bank), andPayment Direction Agreement.

Concentration Accounts. (ia) The Borrower has established shall establish (or transfer into the name of the Collateral Agent) one or more accounts (collectively, the "Concentration Accounts") which shall be maintained in the name of and under the exclusive control of the Collateral Agent and into which collected cash owned by the Borrower and the other Lien Grantors shall be deposited from time to time. Each Concentration Account shall be maintained with a bank (a "Concentration Account Bank") that is a Lender under the Credit Agreement. The Collateral Agent shall instruct each Concentration Account Bank to transfer, from time to time, amounts on deposit in each Concentration Account maintained with it to such other account or accounts as the Borrower may request, unless and until the Collateral Agent rescinds such instructions. The Collateral Agent shall not rescind such instructions unless requested to do so by the Required Lenders at a time when an Event of Default shall have occurred and be continuing. (b) Amounts on deposit in the Concentration Accounts subject to fully executed Concentration Account Agreements. The Borrower agrees that, subject to clause (iv) below, the Administrative Agent shall have exclusive dominion may be invested and control of each Concentration Account and all monies, instruments and other property re-invested from time to time on deposit in such Temporary Cash Investments as the Borrowers shall determine and the Court shall approve from time to time; provided that, in order to provide the Collateral Agent, for the benefit of the Secured Parties, with a perfected security interest therein., (x) the books and records of the relevant Concentration Account Bank shall reflect the fact that such Temporary Cash Investments are held for the account of the Collateral Agent and (y) each such Temporary Cash Investment either: (i) is issued in the name of the relevant Concentration Account Bank or evidenced by a negotiable certificate or instrument which (together with any appropriate instrument of transfer) is delivered to, and held by, such Concentration Account Bank or an agent thereof (which shall not be any Lien Grantor or any of its Affiliates) in a State where possession thereof perfects the Security Interest therein; or (ii) The Borrower if not so issued or evidenced, is subject to pledge under applicable law and regulations and as to which (or in the Servicer on Borrower’s behalfopinion of counsel to the Collateral Agent) has instructed all Collection Account Banks that on a daily basis all collected appropriate measures shall have been taken to perfect the relevant Security Interest. All right, title and available funds interest in and to the cash amounts on deposit from time to time in each Collection Account are the Concentration Accounts together with any Temporary Cash Investments from time to be automatically transferred time made pursuant to a Concentration Accountthis subsection (b) shall vest in the Collateral Agent, shall constitute part of the relevant Lien Grantor's Collateral hereunder and shall not constitute payment of the Secured Obligations unless and until applied thereto as provided in Section 15. If a Termination Event or a Designated Event has occurred and an Enforcement Notice is continuingin effect, the Collateral Agent may may, consistent with the terms of the Interim Borrowing Order and the Borrowing Order, (i) instruct any Concentration Account Bank to automatically transfer all collected and available funds on deposit retain, in the related Concentration Account to the Agent Account or any other account designated by the Administrative Agent on a daily basis. (iii) If, for any reason, any Concentration Account Agreement relating to the Concentration Account terminates or the related Concentration Account Bank fails to comply with its obligations under maintained by it, all cash and Temporary Cash Investments then held by it in such Concentration Account AgreementAccount, then the Borrower shall promptly notify the Administrative Agent thereof and the Borrower, the Servicer or the Administrative Agent, as the case may be, shall (ii) instruct all Collection Account Banks who had previously been instructed to make wire payments to such Concentration Account maintained at any such Concentration Account Bank to make liquidate any or all future payments to a different Temporary Cash Investments held by it in such Concentration Account and/or (iii) withdraw any amounts held in accordance with this Section 6.01(b)(iii). The Borrower shall not close any Concentration Account unless it shall have (A) received the prior written consent of the Administrative Agent, (B) established a new account with the same Concentration Account Bank or with a new depositary institution satisfactory to the Administrative Agent, (C) entered into an agreement covering and apply such new account with such Concentration Account Bank or with such new depositary institution substantially amounts in the form of the predecessor Concentration Account Agreement or that is satisfactory manner specified in all respects to the Administrative Agent (whereupon, for all purposes of this Agreement and the other Transaction Documents, such new account shall become a Concentration Account, such new agreement shall become a Concentration Account Agreement and any new depositary institution shall become a Concentration Account Bank), andSection 15.

Concentration Accounts. (i) The Borrower has established the Concentration Accounts subject to fully executed Concentration Account Agreements. The Borrower agrees that, subject to clause (iv) below, the Administrative Agent shall have exclusive dominion and control of each Concentration Account and all monies, instruments and other property from time to time on deposit therein. (ii) The Borrower (or the Servicer on Borrower’s behalf) has instructed all Collection Account Banks that on a daily basis all collected and available funds on deposit in each Collection Account are to be automatically transferred to a Concentration Account. If a Termination Event or a Designated Event has occurred and is continuing, the Agent may instruct any Concentration Account Bank to automatically transfer all collected and available funds on deposit in the related Concentration Account to the Agent Account or any other account designated by the Administrative Agent on a daily basis. (iii) If, for any reason, any Concentration Account Agreement relating to the Concentration Account terminates or the related Concentration Account Bank fails to comply with its obligations under such Concentration Account Agreement, then the Borrower shall promptly notify the Administrative Agent thereof and the Borrower, the Servicer or the Administrative Agent, as the case may be, shall instruct all Collection Account Banks who had previously been instructed to make wire payments to such Concentration Account maintained at any such Concentration Account Bank to make all future payments to a different Concentration Account in accordance with this Section 6.01(b)(iii). The Borrower shall not close any Concentration Account unless it shall have (A) received the prior written consent of the Administrative Agent, (B) established a new account with the same Concentration Account Bank or with a new depositary institution satisfactory to the Administrative Agent, (C) entered into an agreement covering such new account with such Concentration Account Bank or with such new depositary institution substantially in the form of the predecessor Concentration Account Agreement or that is satisfactory in all respects to the Administrative Agent (whereupon, for all purposes of this Agreement and the other Transaction Documents, such new account shall become a Concentration Account, such new agreement shall become a Concentration Account Agreement and any new depositary institution shall become a Concentration Account Bank), andand (D) taken all such action as the Administrative Agent shall reasonably require to grant and perfect a first priority Lien in such new Concentration Account to the Lender under Section 7.01 of this Agreement. Except as permitted by this Section 6.01(b), the Borrower shall not, and shall not permit the Servicer to open a new Concentration Account without the prior written consent of the Administrative Agent. (iv) The Administrative Agent hereby agrees that until such time as it exercises its right to take control of any Concentration Account under Section 7.05(d), the related Concentration Account Bank shall be entitled to follow the instructions of the Borrower, or the Servicer on behalf of the Borrower, with respect to the withdrawal, transfer or payment of funds on deposit in such Concentration Account.

Concentration Accounts. (a) For each Concentration Account set forth on Schedule 5.8, or that any Grantor at any time opens or maintains, such Grantor shall (i) The Borrower has established pursuant to a Control Agreement, cause the Concentration Accounts subject bank or financial institution with respect to fully executed such Concentration Account Agreements. The Borrower agrees that, subject to clause (iv) below, the agree to comply at any time with instructions from Administrative Agent shall have exclusive dominion and control to such bank or financial institution directing the disposition of each Concentration Account and all monies, instruments and other property assets from time to time on deposit therein. credited to such Concentration Account, without further consent of such Grantor or any other person, or (ii) The Borrower (or close such Concentration Account and transfer the Servicer on Borrower’s behalf) has instructed all Collection assets held in such Concentration Account Banks that on a daily basis all collected and available funds on deposit in each Collection Account are to be automatically transferred to a Concentration Account that is subject to a Control Agreement. Such Grantor shall promptly notify Administrative Agent of the opening of any new Concentration Account. If Furthermore, each Grantor covenants and agrees that it shall (x) deposit all collected amounts into its existing Company Accounts or such other Company Accounts as it shall from time to time establish and maintain, and (y) sweep all such deposited amounts, on a Termination Event regular periodic or daily basis, into one or more Concentration Accounts, in each of the foregoing clauses (x) and (y), in the ordinary course of maintaining its cash management system consistent with its past practices. Each Grantor further agrees that it shall not maintain any cash or other balances in any Company Account that is not a Designated Event has occurred and is continuing, the Agent may instruct any Concentration Account Bank to automatically transfer all collected and available funds on deposit (except in Company Accounts the related balances of which are swept into one or more Concentration Account as provided in clauses (x) and (y) above). Notwithstanding the foregoing, (i) additional Grantors acquired after the Closing Date pursuant to the Agent Account or any other account designated by the Administrative Agent on a daily basis. (iii) If, for any reason, any Concentration Account Agreement relating to the Concentration Account terminates or the related Concentration Account Bank fails Permitted Acquisition shall not be required to comply with its obligations under this clause (a) until 30 days following the date such Grantor becomes a party hereto, and (ii) in respect of those Concentration Account Agreement, then the Borrower shall promptly notify the Administrative Agent thereof and the Borrower, the Servicer or the Administrative Agent, as the case may be, shall instruct all Collection Account Banks who had previously been instructed to make wire payments to such Concentration Account maintained at any such Concentration Account Bank to make all future payments Accounts set forth on Schedule 5.8 that are not subject to a different Concentration Account Control Agreement in accordance with this Section 6.01(b)(iii). The Borrower shall not close any Concentration Account unless it shall have (A) received the prior written consent of the Administrative Agent, (B) established a new account with the same Concentration Account Bank or with a new depositary institution satisfactory to the Administrative Agent, (C) entered into an agreement covering such new account with such Concentration Account Bank or with such new depositary institution substantially in the form of the predecessor Concentration Account Agreement or that is satisfactory in all respects and substance reasonably acceptable to the Administrative Agent as of the Closing Date, such Grantor shall comply with clause (whereupon, for all purposes i) of the first sentence of this Agreement Section 5.8(a) within the applicable time specified in Schedule 5.16 to the Credit Agreement. (b) Administrative Agent agrees that, so long as no Default or Event of Default shall have occurred and be continuing, it shall not deliver any notice of sole control, direction to transfer funds, money or investments, direction to limit the other Transaction Documentsaccess of any Grantor to any funds, such new account shall become money, or investments or similar directions in respect of any Company Account subject to a Concentration Account, such new agreement shall become a Concentration Account Agreement and any new depositary institution shall become a Concentration Account Bank), andControl Agreement.

Concentration Accounts. (a) For each Concentration Account set forth on Schedule 5.8, or that any Grantor at any time opens or maintains, such Grantor shall (i) The Borrower has established pursuant to a Control Agreement, cause the Concentration Accounts subject bank or financial institution with respect to fully executed such Concentration Account Agreements. The Borrower agrees that, subject to clause (iv) below, the agree to comply at any time with instructions from Administrative Agent shall have exclusive dominion and control to such bank or financial institution directing the disposition of each Concentration Account and all monies, instruments and other property assets from time to time credited to such Concentration Account, without further consent of such Grantor or any other person, or (ii) close such Concentration Account and transfer the assets held in such Concentration Account to a Concentration Account that is subject to a Control Agreement. Such Grantor shall promptly notify Administrative Agent of the opening of any new Concentration Account. Furthermore, each Grantor covenants and agrees that it shall (x) deposit all collected amounts into its existing Company Accounts or such other Company Accounts as it shall from time to time establish and maintain, and (y) sweep all such deposited amounts, on deposit thereina regular periodic or daily basis, into one or more Concentration Accounts, in each of the foregoing clauses (x) and (y), in the ordinary course of maintaining its cash management system consistent with its past practices. Each Grantor further agrees that it shall not maintain any cash or other balances in any Company Account that is not a Concentration Account (except in Company Accounts the balances of which are swept into one or more Concentration Account as provided in clauses (x) and (y) above). Notwithstanding the foregoing, (i) additional Grantors acquired after the Closing Date pursuant to a Permitted Acquisition shall not be required to comply with this clause (a) until 30 days following the date such Grantor becomes a party hereto, and (ii) in respect of those Concentration Accounts set forth on Schedule 5.8 that are not subject to a Control Agreement as of the Closing Date, such Grantor shall comply with clause (i) of the first sentence of this Section 5.8(a) within 30 days following the Closing Date, or such later date as consented to by Administrative Agent in its reasonable discretion. (iib) The Borrower (Administrative Agent agrees that, so long as no Default or Event of Default shall have occurred and be continuing, it shall not deliver any notice of sole control, direction to transfer funds, money or investments, direction to limit the Servicer on Borrower’s behalf) has instructed all Collection access of any Grantor to any funds, money, or investments or similar directions in respect of any Company Account Banks that on a daily basis all collected and available funds on deposit in each Collection Account are to be automatically transferred subject to a Concentration Account. If a Termination Event or a Designated Event has occurred and is continuing, the Agent may instruct any Concentration Account Bank to automatically transfer all collected and available funds on deposit in the related Concentration Account to the Agent Account or any other account designated by the Administrative Agent on a daily basisControl Agreement. (iii) If, for any reason, any Concentration Account Agreement relating to the Concentration Account terminates or the related Concentration Account Bank fails to comply with its obligations under such Concentration Account Agreement, then the Borrower shall promptly notify the Administrative Agent thereof and the Borrower, the Servicer or the Administrative Agent, as the case may be, shall instruct all Collection Account Banks who had previously been instructed to make wire payments to such Concentration Account maintained at any such Concentration Account Bank to make all future payments to a different Concentration Account in accordance with this Section 6.01(b)(iii). The Borrower shall not close any Concentration Account unless it shall have (A) received the prior written consent of the Administrative Agent, (B) established a new account with the same Concentration Account Bank or with a new depositary institution satisfactory to the Administrative Agent, (C) entered into an agreement covering such new account with such Concentration Account Bank or with such new depositary institution substantially in the form of the predecessor Concentration Account Agreement or that is satisfactory in all respects to the Administrative Agent (whereupon, for all purposes of this Agreement and the other Transaction Documents, such new account shall become a Concentration Account, such new agreement shall become a Concentration Account Agreement and any new depositary institution shall become a Concentration Account Bank), and

Concentration Accounts. (a) The Borrower shall establish (or transfer into the name of the Collateral Agent) one or more accounts (collectively, the "Concentration Accounts") which shall be maintained in the name of and under the exclusive control of the Collateral Agent and into which collected cash owned by the Borrower and the other Lien Grantors shall be deposited from time to time. Each Concentration Account shall be maintained with a bank (a "Concentration Account Bank") that (i) is reasonably acceptable to the Collateral Agent and (ii) if not a Lender, enters into an Account Control Agreement. The Collateral Agent shall instruct each Concentration Account Bank to transfer, from time to time, amounts on deposit in each Concentration Account maintained with it to such other account or accounts as the Borrower has established may request, unless and until the Collateral Agent rescinds such instructions. The Collateral Agent shall not rescind such instructions unless requested to do so by the Required Lenders at a time when an Event of Default shall have occurred and be continuing. (b) Amounts on deposit in the Concentration Accounts subject to fully executed Concentration Account Agreements. The Borrower agrees that, subject to clause (iv) below, the Administrative Agent shall have exclusive dominion may be invested and control of each Concentration Account and all monies, instruments and other property re-invested from time to time on deposit in such Temporary Cash Investments as Vencor or the Borrower shall determine from time to time; provided that, in order to provide the Collateral Agent, for the benefit of the Secured Parties, with a perfected security interest therein., (x) the books and records of the relevant Concentration Account Bank shall reflect the fact that such Temporary Cash Investments are held for the account of the Collateral Agent and (y) each such Temporary Cash Investment either: (i) is issued in the name of the relevant Concentration Account Bank or evidenced by a negotiable certificate or instrument which (together with any appropriate instrument of transfer) is delivered to, and held by, such Concentration Account Bank or an agent thereof (which shall not be any Lien Grantor or any of its Affiliates) in a State where possession thereof perfects the Security Interest therein; or (ii) The Borrower if not so issued or evidenced, is subject to pledge under applicable law and regulations and as to which (in the opinion of counsel to the Collateral Agent) appropriate measures shall have been taken to perfect the relevant Security Interest. All right, title and interest in and to the cash amounts on deposit from time to time in the Concentration Accounts together with any Temporary Cash Investments from time to time made pursuant to this subsection (b) shall vest in the Collateral Agent, shall constitute part of the relevant Lien Grantor's Collateral hereunder and shall not constitute payment of the Secured Obligations unless and until applied thereto as provided in Section 15. If an Enforcement Notice is in effect, the Collateral Agent may (or if instructed to do so pursuant to the Servicer on Borrower’s behalfEnforcement Notice shall) has instructed all Collection Account Banks that on a daily basis all collected and available funds on deposit in each Collection Account are to be automatically transferred to a Concentration Account. If a Termination Event or a Designated Event has occurred and is continuing, the Agent may (i) instruct any Concentration Account Bank to automatically transfer all collected and available funds on deposit retain, in the related Concentration Account to the Agent Account or any other account designated by the Administrative Agent on a daily basis. (iii) If, for any reason, any Concentration Account Agreement relating to the Concentration Account terminates or the related Concentration Account Bank fails to comply with its obligations under maintained by it, all cash and Temporary Cash Investments then held by it in such Concentration Account AgreementAccount, then the Borrower shall promptly notify the Administrative Agent thereof and the Borrower, the Servicer or the Administrative Agent, as the case may be, shall (ii) instruct all Collection Account Banks who had previously been instructed to make wire payments to such Concentration Account maintained at any such Concentration Account Bank to make liquidate any or all future payments to a different Temporary Cash Investments held by it in such Concentration Account and/or (iii) withdraw any amounts held in accordance with this Section 6.01(b)(iii). The Borrower shall not close any Concentration Account unless it shall have (A) received the prior written consent of the Administrative Agent, (B) established a new account with the same Concentration Account Bank or with a new depositary institution satisfactory to the Administrative Agent, (C) entered into an agreement covering and apply such new account with such Concentration Account Bank or with such new depositary institution substantially amounts in the form of the predecessor Concentration Account Agreement or that is satisfactory manner specified in all respects to the Administrative Agent (whereupon, for all purposes of this Agreement and the other Transaction Documents, such new account shall become a Concentration Account, such new agreement shall become a Concentration Account Agreement and any new depositary institution shall become a Concentration Account Bank), andSection 15.