Common use of Control Accounts; Approved Deposit Accounts Clause in Contracts

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to (i) deposit in an Approved Deposit Account all cash they receive, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, that the Borrower and each of its Subsidiaries shall be permitted to maintain and deposit cash into (x) payroll, withholding tax and other fiduciary accounts as long as the aggregate balance in all such accounts does not at any time exceed $5,000,000 and (y) additional Deposit Accounts as long as the aggregate balance in any such Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with a Permitted Acquisition, the Borrower shall have 120 days after the closing of such Permitted Acquisition to comply with the requirements of this clause (a) with respect to such Deposit Accounts. (b) The Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine; provided, however, that no Cash Collateral Account shall be established with respect to the assets of any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet the requirements set forth in the definition of “Cash Collateral Account”. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent shall not have any responsibility for, or bear

Control Accounts; Approved Deposit Accounts. (a) The Each Borrower shall, and shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign SubsidiaryLoan Party, to (i) deposit all cash in an Approved Deposit Account all cash they receiveor such other account subject to a first priority perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties, (ii) not establish or maintain any Securities Account that is not a Control Account (or such other than any Securities Accounts maintained as account subject to a surety first priority perfected security interest in favor of the Administrative Agent for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) benefit of the Secured Parties and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, that the each Borrower and each of its Subsidiaries shall be permitted to may (A) maintain and deposit cash into (x) payroll, withholding tax and other fiduciary accounts, (B) maintain accounts with the Administrative Agent and (C) maintain other accounts as long as the aggregate balance in all such accounts does not at any time exceed the Dollar Equivalent of $5,000,000 and (y) additional Deposit Accounts as long as the aggregate balance in any such Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with a Permitted Acquisition, the Borrower shall have 120 days after the closing of such Permitted Acquisition to comply with the requirements of this clause (a) with respect to such Deposit Accounts50,000,000. (b) The Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine; provided, however, that no Cash Collateral Account shall be established with respect to the assets of any Excluded Foreign Subsidiary. The Borrower Company agrees that each such Cash Collateral Account shall meet the requirements set forth in the definition of “"Cash Collateral Account”". Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with the Borrower Company to issue Entitlement Orders for such investments in Cash Equivalents as requested by the BorrowerCompany; provided, however, that the Administrative Agent shall not have any responsibility for, or bearbear any risk of loss of, any such investment or income thereon. None of the Borrowers, any Subsidiary of any Borrower or any other Loan Party or Person claiming on behalf of or through the Borrowers, any Subsidiary of any Borrower or any other Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9 (Mandatory Prepayments).

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to (i) deposit in an Approved Deposit Account all cash they receive, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, that the Borrower and each of its Subsidiaries shall be permitted to maintain and deposit cash into (x) payroll, withholding tax and other fiduciary accounts as long as the aggregate balance in all such accounts does not at any time exceed $5,000,000 and (y) additional Deposit Accounts as long as the aggregate balance in any such Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with a Permitted Acquisition, the Borrower shall have 120 days after the closing of such Permitted Acquisition to comply with the requirements of this clause (a) with respect to such Deposit Accounts. (b) The Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine; provided, however, that no Cash Collateral Account shall be established with respect to the assets of any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet the requirements set forth in the definition of “Cash Collateral Account”. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent shall not have any responsibility for, or bearbear any risk of loss of, any such investment or income thereon. Neither the Borrower nor any Subsidiary of the Borrower or any other Loan Party or Person claiming on behalf of or through the Borrower, any Subsidiary of the Borrower or any other Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Secured Obligations. The Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9 (

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and Each Loan Party shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to (i) deposit in an Approved Deposit Account all cash they receiveit receives, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, provided that the Borrower and each of its Subsidiaries shall be permitted to Loan Parties may maintain and deposit cash into (xA) payroll, withholding tax and other fiduciary accounts as (including accounts holding funds for the benefit of the owners of managed clubs) that are not Approved Deposit Accounts or Control Accounts and (B) other accounts that are not Approved Deposit Accounts or Control Accounts, so long as the aggregate balance in all such other accounts pursuant to this sub clause (B) collectively does not exceed $2,500,000 at any time exceed $5,000,000 and (y) additional Deposit Accounts as long as the aggregate balance in any such Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with a Permitted Acquisition, the Borrower shall have 120 days after the closing of such Permitted Acquisition to comply with the requirements of this clause (a) with respect to such Deposit Accountsoutstanding. (b) The Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine; provided, however, provided that no Cash Collateral Account shall be required to be established with respect to the assets of any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet the requirements set forth in of the definition of “Cash Collateral Account”. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an a Default or Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, provided that the Administrative Agent shall not have any responsibility for, or bearbear any risk of loss of, any such investment or income thereon. None of Holdings or any Restricted Subsidiary and no Person claiming on behalf of or through Holdings or any Restricted Subsidiary shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 8.03.

Control Accounts; Approved Deposit Accounts. (a) The Borrower shallSubject to the Intercreditor Agreement, and each Credit Party shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to (i) deposit in an Approved Deposit Account all cash they receiveit receives, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a an Approved Deposit Account BankAccount; provided, however, that the Borrower and each of its Subsidiaries shall be permitted to Credit Party may (w) maintain and deposit cash into (x) payroll, withholding tax and other fiduciary accounts, (x) maintain other accounts as long as the aggregate balance for all such Credit Parties in all such other accounts does not exceed $2,000,000 at any time exceed $5,000,000 and time, (y) additional Deposit maintain the Disbursement Accounts (as long as the aggregate balance defined below) in accordance with clause (e), and (z) maintain any such Deposit Account does not at in which the Company maintains any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with a Permitted Acquisition, the Borrower shall have 120 days after the closing of such Permitted Acquisition to comply with the requirements of this clause (a) with respect to such Deposit AccountsInvestment permitted by Section 6.7(h). (b) The Administrative Agent may establish one Subject to the Intercreditor Agreement, each Credit Party shall (i) instruct each Account Debtor or more Cash Collateral other Person obligated to make a payment to it under any Account or General Intangible to make payment, or to continue to make payment, to an Approved Deposit Account and (ii) deposit in an Approved Deposit Account immediately upon receipt all Proceeds of such Accounts with such depositaries and Securities Intermediaries as it General Intangibles received by a Credit Party from any other Person. (c) Subject to the Intercreditor Agreement, in its sole discretion shall determine; providedthe event (i) any Credit Party or any Deposit Account Bank shall, howeverafter the date hereof, that no Cash Collateral Account shall be established terminate an agreement with respect to the assets maintenance of an Approved Deposit Account for any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash reason, (ii) Collateral Account shall meet the requirements set forth in the definition of “Cash Collateral Account”. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any demand such investment) in Cash Equivalents at the direction termination as a result of the Administrative Agent and, except during the continuance failure of an Event of Default, the Administrative Agent agrees a Deposit Account Bank to comply with the Borrower to issue Entitlement Orders for such investments terms of the applicable Deposit Account Control Agreement or Blocked Account Agreement or (iii) Collateral Agent determines in Cash Equivalents as requested by the Borrower; providedits discretion, howeverexercised in a commercially reasonable manner, that the Administrative financial condition of a Deposit Account Bank has materially deteriorated, each Credit Party shall notify all of its respective obligors that were making payments to such terminated Approved Deposit Account to make all future payments to another Approved Deposit Account. (d) Subject to the Intercreditor Agreement, in the event (i) any Credit Party or any Approved Securities Intermediary shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account for any reason, (ii) Collateral Agent shall demand such termination as a result of the failure of an Approved Securities Intermediary to comply with the terms of the applicable Securities Account Control Agreement or (iii) Collateral Agent determines in its discretion, exercised in a commercially reasonable manner, that the financial condition of an Approved Securities Intermediary has materially deteriorated, each Credit Party shall notify all of its obligors that were making payments to such terminated Control Account to make all future payments to another Control Account. (e) At any time when any Loans are outstanding, the Credit Parties shall not have accumulate or maintain Cash or Cash Equivalents in any responsibility forDeposit Account (including disbursement accounts, or bearthe “Disbursement Accounts”) as of any date of determination in an amount in excess of (i) checks outstanding against such accounts as of that date, (ii) amounts necessary to meet minimum balance requirements with respect to such accounts and (iii) $10,000,000.

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and Each Loan Party shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to (i) deposit in an Approved Deposit Account all cash they receiveit receives, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, provided that the Borrower and each of its Subsidiaries shall be permitted to Loan Parties may maintain and deposit cash into (xA) payroll, withholding tax and other fiduciary accounts as (including accounts holding funds for the benefit of the owners of managed clubs) that are not Approved Deposit Accounts or Control Accounts and (B) other accounts that are not Approved Deposit Accounts or Control Accounts, so long as the aggregate balance in all such other accounts pursuant to this sub clause (B) collectively does not exceed $20,000,000 at any time exceed $5,000,000 and (y) additional Deposit Accounts as long as the aggregate balance in any such Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with a Permitted Acquisition, the Borrower shall have 120 days after the closing of such Permitted Acquisition to comply with the requirements of this clause (a) with respect to such Deposit Accountsoutstanding. (b) The Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine; provided, however, provided that no Cash Collateral Account shall be required to be established with respect to the assets of any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet the requirements set forth in of the definition of “Cash Collateral Account”. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an a Default or Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, provided that the Administrative Agent shall not have any responsibility for, or bearbear any risk of loss of, any such investment or income thereon. None of Holdings or any Restricted Subsidiary and no Person claiming on behalf of or through Holdings or any Restricted Subsidiary shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 8.03.

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and Each Loan Party shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to (i) deposit in an Approved Deposit Account all cash they receiveit receives, (ii) not establish or maintain any Securities Account that is not a Control Credit Agreement FA Sub 3 Limited Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, that the Borrower and each of its Subsidiaries shall be permitted to maintain and deposit cash into (x) payroll, withholding tax and other fiduciary accounts as long as the aggregate balance in all such accounts does not at any time exceed $5,000,000 and (y) additional Deposit Accounts as long as the aggregate balance in any such Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with Person that becomes a Permitted Acquisition, the Borrower shall have 120 days Loan Party on or after the closing of such Permitted Acquisition to Closing Date shall comply with the requirements provisions of this clause (a) with respect to within 10 days of the date such Deposit AccountsPerson becomes a Loan Party (or such later date as the Administrative Agent shall agree). (b) The Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole reasonable discretion shall determine; provided, however, that no Cash Collateral Account shall be established with respect to the assets of any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet the requirements set forth in the definition of “Cash Collateral Account”. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent and the Lenders shall not have any responsibility for, or bearbear any risk of loss of, any such investment or income thereon. No Group Member or any other Person claiming on behalf of or through any Group Member shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.8 (

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and Each Credit Party shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to (i) deposit in an Approved Deposit Account all cash they receiveit receives, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a an Approved Deposit Account BankAccount; provided, however, that the Borrower and each of its Subsidiaries this clause (a) shall be permitted not apply to maintain and deposit cash into (x) payroll, withholding tax and other fiduciary accounts and (y) other accounts as long as the aggregate balance for all such Credit Parties in all such other accounts does not exceed $25,000 at any time exceed $5,000,000 and (y) additional Deposit Accounts as long as the aggregate balance in any such Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with a Permitted Acquisition, the Borrower shall have 120 days after the closing of such Permitted Acquisition to comply with the requirements of this clause (a) with respect to such Deposit Accountstime. (b) The Administrative Each Credit Party shall, (i) instruct each Account Debtor or other Person obligated to make a payment to any of them under any Account or General Intangible to make payment, or to continue to make payment, to an Approved Deposit Account and (ii) deposit in an Approved Deposit Account immediately upon receipt all proceeds of such Accounts and General Intangibles received by Holdings, Borrowers or any of their Subsidiaries from any other Person. (c) In the event (i) any Credit Party or any Deposit Account Bank shall, after the date hereof, terminate an agreement with respect to the maintenance of an Approved Deposit Account for any reason, (ii) any Agent shall demand such termination as a result of the failure of a Deposit Account Bank to comply with the terms of the applicable Deposit Account Control Agreement or (iii) any Agent determines in its discretion, exercised in a commercially reasonable manner, that the financial condition of a Deposit Account Bank has materially deteriorated, each Credit Party shall notify all of its respective obligors that were making payments to such terminated Approved Deposit Account to make all future payments to another Approved Deposit Account. (d) In the event (i) any Credit Party or any Approved Securities Intermediary shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account for any reason, (ii) any Agent shall demand such termination as a result of the failure of an Approved Securities Intermediary to comply with the terms of the applicable Securities Account Control Agreement or (iii) any Agent determines in its discretion, exercised in a commercially reasonable manner, that the financial condition of an Approved Securities Intermediary has materially deteriorated, each Credit Party shall notify all of its obligors that were making payments to such terminated Control Account to make all future payments to another Control Account. (i) Each Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine; provided, however, that no Cash Collateral Account shall be established with respect to the assets of any Excluded Foreign Subsidiary. The Borrower Each Credit Party agrees that each such Cash Collateral Account shall meet the requirements set forth in the definition of “"Cash Collateral Account”. ". (ii) Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent Agents shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees Agents agree with the Borrower Credit Parties to issue Entitlement Orders for such investments in Cash Equivalents as requested by the BorrowerBorrowers; provided, however, that the Administrative Agent Agents shall not have any -------- ------- responsibility for, or bearbear any risk of loss of, any such investment or income thereon. None of Holdings, Borrowers or any other Credit Party or Person claiming on behalf of or through Holdings, Borrowers or any other Credit Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the payment in full of all then outstanding and payable monetary Obligations. The Agents shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.16(h).

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and Such Loan Party shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to (i) deposit in an Approved Deposit Account all cash they receivereceived by such Loan Party, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank, Lender or an affiliate of Lender; provided, however, that the Borrower and each of its Subsidiaries shall be permitted to any Loan Party may maintain and deposit cash into (x) payroll, withholding tax and other fiduciary accounts as long as the aggregate balance with Lender or an affiliate thereof in all such accounts does not at any time exceed $5,000,000 and (y) additional Deposit Accounts as long as the aggregate balance in any such Deposit Account does that are not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with a Permitted Acquisition, the Borrower shall have 120 days after the closing of such Permitted Acquisition to comply with the requirements of this clause (a) with respect to such Approved Deposit Accounts. (b) The Administrative Agent Such Loan Party shall instruct each Account Debtor or other Person obligated to make a payment to such Loan Party under a General Intangible to make payment, or to continue to make payment, as the case may establish one be, to an Approved Deposit Account and shall deposit in an Approved Deposit Account all Proceeds of such Accounts and General Intangibles received by such Loan Party from any other Person immediately upon receipt. (c) In the event (i) such Loan Party or more Cash Collateral Accounts with such depositaries and any Approved Securities Intermediaries as it in its sole discretion shall determine; providedIntermediary or Deposit Account Bank shall, howeverafter the date hereof, that no Cash Collateral Account shall be established terminate an agreement with respect to the assets maintenance of a Control Account or Approved Deposit Account for any Excluded Foreign Subsidiary. The Borrower reason, (ii) Lender shall demand such termination as a result of the failure of an Approved Securities Intermediary or Deposit Account Bank to comply with the terms of the applicable Control Account Agreement or Deposit Account Control Agreement, or (iii) Lender determines in its sole good faith discretion that the financial condition of an Approved Securities Intermediary or Deposit Account Bank, as the case may be, has materially deteriorated, such Loan Party agrees to notify all of its obligors that were making payments to such terminated Control Account or Approved Deposit Account, as the case may be, to make all future payments to another Control Account or Approved Deposit Account, as the case may be. (d) Lender agrees that each such Cash Collateral it shall not provide any instruction with respect to any Approved Deposit Account shall meet the requirements set forth in the definition of “Cash Collateral Account”. Without limiting the foregoing, funds on deposit in any Cash Collateral or Control Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of unless an Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent shall not have any responsibility for, or bearDefault has occurred and is continuing.

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiaryits Subsidiaries that are Loan Parties, to (i) deposit in an Approved Deposit Account all cash they receive, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, that the Borrower and each of its such Subsidiaries shall be permitted to maintain and deposit cash into may (x) maintain payroll, withholding tax and other fiduciary accounts, (y) maintain accounts with the Collateral Agent and (z) maintain other accounts as long as the aggregate balance in all such accounts does not at any time exceed $5,000,000 and (y) additional Deposit Accounts as long as the aggregate balance in any such Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with a Permitted Acquisition, the Borrower shall have 120 days after the closing of such Permitted Acquisition to comply with the requirements of this clause (a) with respect to such Deposit Accounts500,000. (b) The Borrower shall, and shall cause each of its Subsidiaries, to (i) instruct each Account Debtor or other Person obligated to make a payment to any of them under any Account or General Intangible to make payment, or to continue to make payment, to an Approved Deposit Account and (ii) deposit in an Approved Deposit Account immediately upon FIRST LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY receipt all Proceeds of such Accounts and General Intangibles received by the Borrower or any of their Subsidiaries from any other Person. (c) In the event (i) the Borrower, any Subsidiary of the Borrower or any Deposit Account Bank shall, after the date hereof, terminate an agreement with respect to the maintenance of an Approved Deposit Account for any reason, (ii) the Administrative Agent shall demand such termination as a result of the failure of a Deposit Account Bank to comply with the terms of the applicable Deposit Account Control Agreement or (iii) the Administrative Agent determines in its sole discretion that the financial condition of a Deposit Account Bank has materially deteriorated, the Borrower shall, and shall cause each Subsidiary of the Borrower to, notify all of their respective obligors that were making payments to such terminated Approved Deposit Account to make all future payments to another Approved Deposit Account. (d) In the event (i) the Borrower, any Subsidiary of the Borrower or any Approved Securities Intermediary shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account for any reason, (ii) the Administrative Agent shall demand such termination as a result of the failure of an Approved Securities Intermediary to comply with the terms of the applicable Securities Account Control Agreement or (iii) the Administrative Agent determines in its sole discretion that the financial condition of an Approved Securities Intermediary has materially deteriorated, the Borrower shall, and shall cause each Subsidiary of the Borrower to, notify all of its obligors that were making payments to such terminated Control Account to make all future payments to another Control Account. (e) The Administrative Agent may (or direct the Collateral Agent to) establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine; provided, however, that no Cash Collateral Account shall be established with respect to the assets of any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet the requirements set forth in of the definition of “"Cash Collateral Account”". Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Collateral Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders (or to cause the Collateral Agent to issue Entitlement Orders) for such investments in Cash Equivalents as requested by the Borrower; provided, however, that neither the Administrative Agent nor the Collateral Agent shall not have any responsibility for, or bearbear any risk of loss of, any such investment or income thereon. None of the Borrower, any Subsidiary of the Borrower or any other Loan Party or Person claiming on behalf of or through the Borrower, any Subsidiary of the Borrower or any other Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply (or cause the Collateral Agent to apply) all funds on deposit in a Cash Collateral Account as provided in Section 2.9(c) (Mandatory Prepayments). (f) The requirements of this Section 7.12 shall not apply to any Excluded Foreign Subsidiary. FIRST LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and shall cause each of their respective its Subsidiaries, with the exception of any Excluded Foreign Subsidiary or Immaterial Subsidiary, to (i) deposit in an Approved Deposit Account all cash they receive, (ii) not establish or maintain any Securities Account that is not subject to a Securities Account Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) Agreement and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, that the Borrower and each of its Subsidiaries shall be permitted to maintain and deposit cash into may (x) maintain payroll, withholding tax and other fiduciary accounts as long as the aggregate balance in all such accounts does Deposit Accounts that are not at any time exceed $5,000,000 Approved Deposit Accounts and (y) additional maintain Deposit Accounts which are not subject to a Deposit Account Control Agreement and Securities Accounts which are not subject to a Securities Account Control Agreement, in each case, as long as (I) the aggregate balance in any such individual Deposit Account or the value of the financial assets (as defined in the UCC) and other property in any such individual Securities Account, as the case may be, does not at any time exceed $1,000,000 1,500,000 and (II) the sum of the aggregate balance in all such Deposit Accounts and the aggregate value of all such financial assets and other property in all such Securities Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with a Permitted Acquisition, the Borrower shall have 120 days after the closing of such Permitted Acquisition to comply with the requirements of this clause (a) with respect to such Deposit Accounts12,500,000. (b) The Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and Deposit Account Banks or Securities Intermediaries as it in its sole reasonable discretion shall determine; provided, however, that no Cash Collateral Account shall be established with respect to the assets of any Excluded Foreign Subsidiary or Immaterial Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet the requirements set forth in the definition of “"Cash Collateral Account”". Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents Eligible Securities at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents Eligible Securities as requested by the Borrower; provided, however, that the Administrative Agent shall not have any responsibility for, or bearbear any risk of loss of, any such investment or income thereon. None of the Borrower or any Subsidiary of the Borrower or any Person claiming on behalf of or through the Borrower or any Subsidiary of the Borrower shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.06(e) (Mandatory Prepayments).

Control Accounts; Approved Deposit Accounts. (a) The (i) Within 60 days after the Closing Date, procedures satisfactory to the Administrative Agent with respect to cash management required hereby and by the Collateral Documents shall have been established by each Loan Party and the Administrative Agent shall have received evidence satisfactory to it of such procedures, together with, unless otherwise agreed by the Administrative Agent, copies of all executed lockbox agreements, Deposit Account Control Agreements and Australian Cash Management Documents executed by such Loan Party in connection therewith and (ii) thereafter, each Loan Party shall maintain such procedures (with appropriate modifications thereto (subject to the provisions hereof) satisfactory to the Administrative Agent). (b) On and at any time after the 60th day after the Closing Date, Holdings and each Borrower shall, and shall cause each of their respective Subsidiariesits Subsidiaries that is one of its Borrowing Base Contributors to, with the exception of any Excluded Foreign Subsidiary, to (i) deposit in an Approved Deposit Account all cash they receivereceived, (ii) cause all funds in Approved Deposit Accounts of, in the case of either Australian 124 CREDIT AGREEMENT SWIFT & COMPANY Borrower, Australian Holdings and any Subsidiary thereof and, in the case of the Company, the other Subsidiary Guarantors to be transferred daily to such Borrower's Cash Collateral Account (provided, however, that, the Administrative Agent may agree with any Borrower on procedures designed to manage the exposure of any Loan Party to foreign exchange fluctuations pursuant to which funds in Approved Deposit Accounts may be transferred from time to time to designated Lenders or Agents), (iii) not establish or maintain any Securities Account or Commodities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iiiiv) not establish or maintain any Deposit Account other than with a Deposit Account Bank, a Lender or an Affiliate of a Lender; provided, however, that the Borrower and each of its Subsidiaries shall be permitted to maintain and deposit cash into Loan Parties may (x) maintain payroll, withholding tax and other fiduciary accounts and (y) maintain other Deposit Accounts as long as the Dollar Equivalent of the aggregate balance in all such accounts does not at any time exceed $5,000,000 and (y) additional Deposit Accounts as long as the aggregate balance in any such Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such other Deposit Accounts does not exceed $10,000,000. (c) On and at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with a Permitted Acquisition, the Borrower shall have 120 days after the closing 60th day after the Closing Date, Holdings and each Borrower shall, and shall cause each of its Subsidiaries that are its Borrowing Base Contributors to, instruct each Account Debtor or other Person obligated to make a payment to such Loan Party under an Account or General Intangible to make payment, or to continue to make payment, as the case may be, to an Approved Deposit Account and shall deposit in an Approved Deposit Account all Proceeds of such Permitted Acquisition to comply with the requirements of this clause (a) with respect to Accounts and General Intangibles received by such Deposit Accounts. (b) The Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determineGrantor from any other Person immediately upon receipt; provided, however, that, Account Debtors may make payments in Australia to Deposit Accounts that no Cash Collateral are not Approved Deposit Accounts in an amount not to exceed in the aggregate for each calendar week $750,000. (d) In the event (i) any Loan Party or any Approved Securities Intermediary or Deposit Account shall be established Bank shall, after the 60th day after the Closing Date, terminate an agreement with respect to the assets maintenance of a Control Account or Approved Deposit Account for any reason, (ii) the Administrative Agent shall demand such termination as a result of the failure of an Approved Securities Intermediary or Deposit Account Bank to comply with the terms of the applicable Control Account Agreement or Deposit Account Control Agreement or (iii) the Administrative Agent determines in its sole discretion that the financial condition of an Approved Securities Intermediary or Deposit Account Bank, as the case may be, has materially deteriorated, Holdings and each Borrower agree to notify all of obligors of any Excluded Foreign Subsidiary. The Borrower agrees Loan Party that each were making payments to such Cash Collateral terminated Control Account shall meet or Approved Deposit Account, as the requirements set forth in case may be, to make all future payments to another Control Account or Approved Deposit Account, as the definition of “Cash Collateral Account”. Without limiting the foregoing, funds case may be. (e) Funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent andor the Australian Agent and each of the Administrative Agent and the Australian Agent agrees that, except other than during the continuance of an any Default or Event of Default, it shall issue directions, certificates and orders (including entitlement orders) as may be requested by the Administrative Agent agrees with the Borrower to issue Entitlement Orders Company for such investments in Cash Equivalents as requested by the BorrowerEquivalents; provided, however, that neither the Administrative Agent nor the Australian Agent shall not have any responsibility for, or bearbear any risk of loss of, any such investment or income thereon. No Borrower or any other Loan Party or Person claiming on behalf of or through any of them shall have any right to demand payment of any funds held in any Cash Collateral Account of such Borrower or delivery of any Cash Equivalents held therein at any time prior to the termination of all CREDIT AGREEMENT SWIFT & COMPANY outstanding Letter of Credit Obligations of such Borrower and the payment in full of all Obligations of such Borrower then outstanding and payable. (f) Each of the Administrative Agent and the Australian Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9(e) (Mandatory Prepayments) (i) for each such Cash Collateral Account of Australian Holdings or any of its Subsidiaries not later than 1:00 p.m. (Sydney Time) to pay the Secured Obligations owing by Australian Holdings or any of its Subsidiaries and, to the extent any funds shall be left over after such payment, to repay the obligations under the Australian Intercompany Credit Agreement (and each Loan Party agrees that such repayment of the obligations under the Australian Intercompany Credit Agreement may then be applied to repay all other Secured Obligations hereunder) and (ii) for each other Cash Collateral Account, not later than 1:00 p.m. (New York time), to repay all other Secured Obligations hereunder.

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to (i) deposit in an Approved Deposit Account all cash they receive, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,0002,750,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, that the Borrower and each of its Subsidiaries shall be permitted to maintain and deposit cash into (x) payroll, withholding tax and other fiduciary accounts as long as the aggregate balance in all such accounts accounts), does not at any time exceed $5,000,000 5,000,000; and (y) additional Deposit Accounts as long as the aggregate balance in any such Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoingprovided further, if any Deposit Accounts are acquired in connection with a Permitted Acquisitionhowever, that the Borrower shall have 120 not be obligated to establish Approved Deposit Accounts for the cash receipts generated by the Target prior to the date that is 90 days after the closing of such Permitted Acquisition to comply with Original Effective Date (or as otherwise agreed by the requirements of this clause (a) with respect to such Deposit AccountsAdministrative Agent). (b) The Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine; provided, however, that no Cash Collateral Account shall be established with respect to the assets of any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet the requirements set forth in the definition of “Cash Collateral Account”. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent shall not have any responsibility for, or bearbear any risk of loss of, any such investment or income thereon. Neither the Borrower nor any Subsidiary of the Borrower or any other Loan Party or Person claiming on behalf of or through the Borrower, any Subsidiary of the Borrower or any other Loan Party shall have any right to demand payment of any funds AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC.

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiaryits Subsidiaries that are Loan Parties, to (i) deposit in an Approved Deposit Account all cash they receive, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, that the Borrower and each of its such Subsidiaries shall be permitted to maintain and deposit cash into may (x) maintain payroll, withholding tax and other fiduciary accounts, (y) maintain accounts with the Collateral Agent and (z) maintain other accounts as long as the aggregate balance in all such accounts does not at any time exceed $5,000,000 and (y) additional Deposit Accounts as long as the aggregate balance in any such Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with a Permitted Acquisition, the Borrower shall have 120 days after the closing of such Permitted Acquisition to comply with the requirements of this clause (a) with respect to such Deposit Accounts500,000. (b) The Borrower shall, and shall cause each of its Subsidiaries, to (i) instruct each Account Debtor or other Person obligated to make a payment to any of them under any Account or General Intangible to make payment, or to continue to make payment, to an Approved Deposit Account and (ii) deposit in an Approved Deposit Account immediately upon receipt all Proceeds of such Accounts and General Intangibles received by the Borrower or any of their Subsidiaries from any other Person. (c) In the event (i) the Borrower, any Subsidiary of the Borrower or any Deposit Account Bank shall, after the date hereof, terminate an agreement with respect to the maintenance of an Approved Deposit Account for any reason, (ii) the Administrative Agent may establish one shall demand such termination as a result of the failure of a Deposit Account Bank to comply with the terms of the applicable Deposit Account Control Agreement or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it (iii) the Administrative Agent determines in its sole discretion that the financial condition of a Deposit Account Bank has materially deteriorated, the Borrower shall, and shall determine; providedcause each Subsidiary of the Borrower to, howevernotify all of their respective obligors that were making payments to such terminated Approved Deposit Account to make all future payments to another Approved Deposit Account. (d) In the event (i) the Borrower, that no Cash Collateral Account shall be established any Subsidiary of the Borrower or any Approved Securities Intermediary shall, after the date hereof, terminate an agreement with respect to the assets maintenance of a Control Account for any reason, (ii) the Administrative Agent shall demand such termination as a result of the failure of an Approved Securities Intermediary to comply with the terms of the applicable Securities Account Control Agreement or (iii) the Administrative Agent determines in its sole discretion that the financial condition of an Approved Securities Intermediary has materially deteriorated, the Borrower shall, and shall cause each Subsidiary of the Borrower to, notify all of its obligors that were making payments to such terminated Control Account to make all future payments to another Control Account. (e) The requirements of this Section 7.12 shall not apply to any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet the requirements set forth in the definition of “Cash Collateral Account”. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent shall not have any responsibility for, or bear.

Control Accounts; Approved Deposit Accounts. (a) The Borrower Each such Loan Party shall, and shall cause each of their respective Subsidiariesits Subsidiaries to, with (x) deposit or cause to be deposited in the exception Cash Concentration Account all cash they receive within one Business Day of such receipt; provided, however, that such period shall be extended to two Business Days in the case of any Excluded Foreign Subsidiarysuch cash which is deposited in, to (i) deposit in or transferred to, an Approved Deposit Account all cash they receiveprior to it being transferred to the Cash Concentration Account, (iiy) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iiiz) not establish or maintain any Deposit Account (other than Deposit Accounts existing on the date hereof) other than with a Deposit Account Bank; provided, however, that the Borrower such Loan Party and each of its respective Subsidiaries shall be permitted to may (A) maintain and deposit cash into (x) payroll, withholding tax tax, escrow and other fiduciary accounts, (B) maintain accounts with the Administrative Agent, (C) maintain petty cash at stores in the ordinary course of business and conxxxxxnt with past practice in all material respects in an aggregate amount not to exceed $350,000, (D) maintain balances in accounts in respect of items that have not yet cleared or to fund pending disbursements from such accounts, (E) maintain cash balances in a segregated account with Bank of America, N.A. solely as collateral for Automatic Clearinghouse (ACH) functions performed by Bank of America, N.A. with respect to any Loan Party as long as the aggregate balance in such account does not exceed $1,500,000 and (F) maintain other accounts with cash balances as long as the aggregate balance in all such accounts does not at any time exceed $5,000,000 500,000. (b) Each such Loan Party shall, and shall cause each of its Subsidiaries to, (x) from and after June 15, 2005 (or such later date as approved by the Administrative Agent in its sole discretion), instruct each Account Debtor or other Person obligated to make a payment to any of them under any Account or General Intangible to make payment, or to continue to make payment, to the Cash Concentration Account or an Approved Deposit Account that directly or indirectly sweeps collected and cleared funds to the Cash Concentration Account on each Business Day (except with respect to retail purchasers making payments pursuant to installment sale contracts) and (y) additional Deposit Accounts as long as except to the aggregate balance extent such Proceeds are maintained in any such accordance with the proviso in clause (a) above, deposit in the Cash Concentration Account, an Approved Deposit Account does not at or another deposit account that directly or indirectly sweeps collected and cleared funds to the Cash Concentration Account on each Business Day immediately upon receipt all Proceeds of such Accounts and General Intangibles received by such Loan Party or any time exceed $1,000,000 and of its respective Subsidiaries from any other Person. (c) In the aggregate balance in all such Deposit Accounts does not at event (i) any time exceed $2,000,000. Notwithstanding the foregoingLoan Party, if any Subsidiary of any Loan Party or any Deposit Accounts are acquired in connection with a Permitted AcquisitionAccount Bank shall, the Borrower shall have 120 days after the closing date hereof, terminate an agreement with respect to the maintenance of an Approved Deposit Account for any reason, (ii) the Administrative Agent shall demand such Permitted Acquisition termination as a result of the failure of a Deposit Account Bank to comply with the requirements terms of this clause the applicable Deposit Account Control Agreement or (aiii) the Administrative Agent determines in its sole discretion that the financial condition of a Deposit Account Bank has materially deteriorated, each Loan Party shall, and shall cause each of its Subsidiaries to, notify all of their respective obligors that were making payments to such terminated Approved Deposit Account to make all future payments to another Approved Deposit Account. (d) In the event (i) any Loan Party, any Subsidiary of any Loan Party or any Approved Securities Intermediary shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account for any reason, (ii) the Administrative Agent shall demand such Deposit Accountstermination as a result of the failure of an Approved Securities Intermediary to comply with the terms of the applicable Securities Account Control Agreement or (iii) the Administrative Agent determines in its sole discretion that the financial condition of an Approved Securities Intermediary has materially deteriorated, each Loan Party shall, and shall cause each of its Subsidiary to, notify all of its obligors that were making payments to such terminated Control Account to make all future payments to another Control Account. (be) The Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine; provided, however, that no Cash Collateral Account shall be established with respect to the assets of any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet be under the requirements set forth in sole dominion and control of the definition of “Administrative Agent and that the Administrative Agent shall be the Entitlement Holder with respect to each such Cash Collateral Account that is a Securities Account and the only Person authorized to give Entitlement Orders with respect to each such Securities Account”. Without limiting the foregoing, funds on deposit in any such Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent shall not have any responsibility for, or bearbear any risk of loss of, any such investment or income thereon. None of the Borrower, any Subsidiary of the Borrower or any other Loan Party or Person claiming on behalf of or through the Borrower, any Subsidiary of the Borrower or any other Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9(d) (Mandatory Prepayments).

Control Accounts; Approved Deposit Accounts. (a) The Each of the Parent and the Borrower shall, and shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to (i) deposit in an Approved Deposit Account all cash they receive, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a an Approved Deposit Account BankAccount; provided, however, that each of the Parent and the Borrower and each of its their respective Subsidiaries shall be permitted to maintain and deposit cash into may (x) deposit cash in and maintain payroll, withholding tax and flexible spending or other fiduciary accounts, in each case that are not Approved Deposit Accounts and (y) deposit cash in and maintain other accounts that are not Approved Deposit Accounts as long as the Dollar Equivalent of the aggregate balance in all such accounts does not at any time exceed $5,000,000 and (y) additional Deposit Accounts as long as the aggregate balance in any such Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with a Permitted Acquisition, the Borrower shall have 120 days after the closing of such Permitted Acquisition to comply with the requirements of this clause (a) with respect to such Deposit Accountstime. (b) The Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries securities intermediaries as it in its sole discretion shall determine; provided, however, that no Cash Collateral Account shall be established with respect to the assets of any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet the requirements set forth in the definition of “Cash Collateral Account”. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with the Borrower Parent to issue Entitlement Orders for such investments in Cash Equivalents as requested by the BorrowerParent; provided, however, that the Administrative Agent shall not have any responsibility for, or bearbear any risk of loss of, any such investment or income thereon. None of the Parent, the Borrower, any of their respective Subsidiaries or any other Loan Party or Person claiming on behalf of or through the Parent, the Borrower, any of their respective Subsidiaries or any other Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations.

Control Accounts; Approved Deposit Accounts. (a) The Borrower shallEach Loan Party may establish or maintain any Deposit Account (including, maintaining or establishing certain Deposit Accounts for the purposes of receiving store receipts from a retail store location of a Borrower, collectively, the “Store Accounts” and each individually, a “Store Account”); provided, however, each Loan Party shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to (i) deposit all cash it receives, including, without limitation, all proceeds from sales of Inventory (including, without limitation, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors and all other proceeds of Collateral) in every form, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into an Approved Deposit Account all cash they receive, of such Borrower on each Business Day and (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account BankAccount; provided, howeverfurther, notwithstanding the foregoing, each Loan Party may maintain credit balances in Store Accounts, or other accounts that the Borrower and each of its Subsidiaries shall be permitted to maintain and deposit cash into (x) payrollare not Approved Deposit Accounts, withholding tax and other fiduciary accounts as so long as the aggregate balance in all such accounts does not at any time exceed $5,000,000 10,000,000. (b) Each Loan Party shall (i) instruct each Account Debtor or other Person obligated to make a payment to any of them under any Account to make payment, or to continue to make payment, to an Approved Deposit Account and (yii) additional Deposit Accounts as long as the aggregate balance deposit in any such an Approved Deposit Account does not at immediately upon receipt all Proceeds of such Accounts received by any time exceed $1,000,000 and Loan Party from any other Person. (c) In the aggregate balance in all such Deposit Accounts does not at event (i) any time exceed $2,000,000. Notwithstanding the foregoing, if Loan Party or any Deposit Accounts are acquired in connection with a Permitted AcquisitionAccount Bank shall, the Borrower shall have 120 days after the closing date hereof, terminate an agreement with respect to the maintenance of an Approved Deposit Account for any reason, (ii) the Administrative Agent shall demand such Permitted Acquisition termination as a result of the failure of a Deposit Account Bank to comply with the requirements terms of this clause the applicable Deposit Account Control Agreement or (aiii) the Administrative Agent determines in its sole discretion that the financial condition of a Deposit Account Bank has materially deteriorated, each Loan Party notify all of their respective obligors that were making payments to such terminated Approved Deposit Account to make all future payments to another Approved Deposit Account. (d) In the event (i) any Loan Party or any Approved Securities Intermediary shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account for any reason, (ii) the Administrative Agent shall demand such Deposit Accountstermination as a result of the failure of an Approved Securities Intermediary to comply with the terms of the applicable Securities Account Control Agreement or (iii) the Administrative Agent determines in its sole discretion that the financial condition of an Approved Securities Intermediary has materially deteriorated, each Loan Party shall notify all of its obligors that were making payments to such terminated Control Account to make all future payments to another Control Account. (be) The Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine; provided, however, that no Cash Collateral Account shall be established (i) with respect to the assets of any Excluded Foreign SubsidiarySubsidiary and (ii) except as expressly permitted elsewhere in this Agreement, if an Event of Default has not occurred and is continuing or Excess Availability is not less than $20,000,000. The Each Borrower agrees that each such Cash Collateral Account shall meet the requirements set forth in of the definition of “Cash Collateral Account”. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with the Borrower Borrowers to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent shall not have any responsibility for, or bearbear any risk of loss of, any such investment or income thereon. No 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 prior to the termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations. The Administrative the Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.13(g). (f) The requirements of this Section 7.12 shall not apply to any Excluded Foreign Subsidiary.

Control Accounts; Approved Deposit Accounts. (a) The Borrower Each Loan Party shall, and shall cause each of their respective Subsidiariessubject to the proviso hereto, with the exception of any Excluded Foreign Subsidiary, to (i) following the date that is ninety (90) days after the Closing Date (or such later date as the Administrative Agent may agree) deposit in an Approved Deposit Account all cash they receiveit receives, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account BankBank subject to an effective Deposit Account Control Agreement; provided, however, that notwithstanding the Borrower and foregoing, each of its Subsidiaries shall be permitted to maintain and deposit cash into Loan Party may (x) maintain (I) accounts for payroll, payroll tax, withholding tax or any other tax required to be collected, remitted or withheld, and (II) disbursement, benefits, escrow, trust, cash collateral, customs and other fiduciary accounts (and (A) each Loan Party shall use commercially reasonable efforts to ensure that such accounts receive no deposits from Account Debtors in respect of an Account Receivable; (B) each Loan Party shall promptly after becoming aware of any deposit in such accounts from Account Debtors in respect of an Account Receivable cause such deposit to transferred to an Approved Deposit Account and (C) each Loan Party shall use commercially reasonable efforts to ensure that such accounts shall only receive deposits in amounts reasonably expected to be required to satisfy the payroll, disbursement or other fiduciary obligations to be made from such accounts) and (y) maintain other accounts as long as the aggregate balance for all such Loan Parties in all such other accounts does not exceed the Dollar Amount of $5,000,000 at any time exceed $5,000,000 (each of the accounts referred to in clauses (x) and (y) additional Deposit Accounts as long as the aggregate balance in any such Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing), if any Deposit Accounts are acquired in connection with a Permitted Acquisitionan “Excluded Account”); provided further, the Borrower shall have 120 days after the closing of such Permitted Acquisition to comply with the requirements of this clause however, that (a1) with respect to any Deposit Account or Securities Account, other than an Excluded Account, maintained on the Closing Date, each of the Loan Parties shall deliver, to the extent not delivered to the Administrative Agent on the Closing Date, each Deposit Account Control Agreement on or prior to the date that is ninety (90) days after the Closing Date (or such later date as the Administrative Agent may agree), (2) with respect to any Deposit Account or Securities Account, other than an Excluded Account, established after the Closing Date, each applicable Loan Party shall deliver to the Administrative Agent a Deposit Account Control Agreement within thirty (30) days after establishing such Deposit AccountsAccount or Securities Account, and (3) with respect to any Deposit Account or Securities Account, other than an Excluded Account, acquired after the Closing Date, each applicable Loan Party shall deliver to the Administrative Agent a Deposit Account Control Agreement within ninety (90) days after acquiring such Deposit Account or Securities Account. (b) Each Loan Party shall, promptly upon the applicable Deposit Account becoming subject to a Deposit Account Control Agreement, (i) instruct each Account Debtor or other Person obligated to make a payment to any of them under any Account Receivable or General Intangible (as defined in the UCC) to make payment, or to continue to make payment, to an Approved Deposit Account and (ii) deposit in an Approved Deposit Account (or, to the extent permitted pursuant to clause (a) above, an Excluded Account) immediately upon receipt all Proceeds (as defined in the UCC) of such Accounts Receivable and General Intangibles (as defined in the UCC) received by Borrowers or any of their Restricted Subsidiaries from any other Person. (c) In the event (i) any Loan Party or any Deposit Account Bank shall, after the date hereof, terminate an agreement with respect to the maintenance of an Approved Deposit Account for any reason or (ii) any Agent shall demand such termination as a result of the failure of a Deposit Account Bank to comply with the terms of the applicable Deposit Account Control Agreement, each Loan Party shall notify all of its respective obligors that were making payments to such terminated Approved Deposit Account to make all future payments to another Approved Deposit Account. (d) In the event (i) any Loan Party or any Approved Securities Intermediary shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account for any reason or (ii) any Agent shall demand such termination as a result of the failure of an Approved Securities Intermediary to comply with the terms of the applicable Deposit Account Control Agreement, each Loan Party shall notify all of its obligors that were making payments to such terminated Control Account to make all future payments to another Control Account. (e) The Administrative Agent Agents may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole reasonable discretion shall determine; provided, however, that no Cash Collateral Account shall be established with respect to the assets of any Excluded Foreign Subsidiary. The Borrower Each Loan Party agrees that each such Cash Collateral Account shall meet the requirements set forth in the definition of “Cash Collateral Account”.” During any Cash Dominion Period, the Agents shall cause all amounts on deposit in any Approved Deposit Account and/or any Control Account to be transferred to a Cash Collateral Account at the end of each Business Day. If the Agents exercise such right, all amounts on deposit in the Cash Collateral Account be applied on a daily basis by the Administrative Agent to reduce amounts outstanding under the Revolving Credit Facility. (f) Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent Agents shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees Agents agree with the Borrower Loan Parties to issue Entitlement Orders for such investments in Cash Equivalents as requested by the applicable Borrower; provided, however, that the Administrative Agent Agents shall not have any responsibility for, or bearbear any risk of loss of, any such investment or income thereon. None of Borrowers or any other Loan Party or Person claiming on behalf of or through the Borrowers or any other Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the earlier of (A) termination of all outstanding applicable Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations and (B) the end of the applicable Cash Dominion Period. The applicable Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 8.04.

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and Each Credit Party shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to (i) deposit in an Approved Deposit Account all cash they receiveit receives, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a an Approved Deposit Account BankAccount; provided, however, that the Borrower and each of its Subsidiaries this clause (a) shall be permitted not apply to maintain and deposit cash into (x) payroll, withholding tax and other fiduciary accounts and (y) other accounts as long as the aggregate balance for all such Credit Parties in all such other accounts does not exceed $25,000 at any time exceed $5,000,000 and (y) additional Deposit Accounts as long as the aggregate balance in any such Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with a Permitted Acquisition, the Borrower shall have 120 days after the closing of such Permitted Acquisition to comply with the requirements of this clause (a) with respect to such Deposit Accountstime. (b) The Administrative Each Credit Party shall (i) instruct each Account Debtor or other Person obligated to make a payment to any of them under any Account or General Intangible to make payment, or to continue to make payment, to an Approved Deposit Account and (ii) deposit in an Approved Deposit Account immediately upon receipt all proceeds of such Accounts and General Intangibles received by Holdings, Borrower or any of their Subsidiaries from any other Person. (c) In the event (i) any Credit Party or any Deposit Account Bank shall, after the date hereof, terminate an agreement with respect to the maintenance of an Approved Deposit Account for any reason, (ii) any Agent shall demand such termination as a result of the failure of a Deposit Account Bank to comply with the terms of the applicable Deposit Account Control Agreement or (iii) any Agent determines in its discretion, exercised in a commercially reasonable manner, that the financial condition of a Deposit Account Bank has materially deteriorated, each Credit Party shall notify all of its respective obligors that were making payments to such terminated Approved Deposit Account to make all future payments to another Approved Deposit Account. (d) In the event (i) any Credit Party or any Approved Securities Intermediary shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account for any reason, (ii) any Agent shall demand such termination as a result of the failure of an Approved Securities Intermediary to comply with the terms of the applicable Securities Account Control Agreement or (iii) any Agent determines in its discretion, exercised in a commercially reasonable manner, that the financial condition of an Approved Securities Intermediary has materially deteriorated, each Credit Party shall notify all of its obligors that were making payments to such terminated Control Account to make all future payments to another Control Account. (i) Each Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine; provided, however, that no Cash Collateral Account shall be established with respect to the assets of any Excluded Foreign Subsidiary. The Borrower Each Credit Party agrees that each such Cash Collateral Account shall meet the requirements set forth in the definition of “"Cash Collateral Account”. ". (ii) Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent Agents shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees Agents agree with the Borrower Credit Parties to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent Agents shall not have any responsibility for, or bearbear any risk of loss of, any such investment or income thereon. None of Holdings, Borrower or any other Credit Party or Person claiming on behalf of or through Holdings, Borrower or any other Credit Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the payment in full of all then outstanding and payable monetary Obligations. The Agents shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.16(h).

Control Accounts; Approved Deposit Accounts. (a) The Within 60 days of the Closing Date, the Borrower shall, and shall cause each of their respective Subsidiariesits Subsidiaries to, with the exception of any Excluded Foreign Subsidiary, to (i) deposit in an Approved Deposit Account all cash they receive, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, that each of the Borrower and each of its their respective Subsidiaries shall be permitted to may (i) maintain and deposit cash into (x) payroll, withholding tax and other fiduciary accounts, (ii) maintain up to $15,000,000 in disbursement accounts provided, that such amounts shall disbursed (in accordance with the terms of this Agreement) within 3 Business Days of the date of such investment, and (iii) maintain other accounts as long as the aggregate balance in all such accounts does not at any time exceed $5,000,000 1,000,000. (b) The Borrower shall, and shall cause each of its Subsidiaries to, (i) instruct each Account Debtor or other Person obligated to make a payment to any of them under any Account or General Intangible to make payment, or to continue to make payment, to an Approved Deposit Account and (yii) additional Deposit Accounts as long as the aggregate balance deposit in any such an Approved Deposit Account does not at immediately upon receipt all Proceeds of such Accounts and General Intangibles received by the Borrower or any time exceed $1,000,000 and of its Subsidiaries from any other Person in contravention of the aggregate balance instructions required to be given in all such Deposit Accounts does not at clause (i). (c) In the event (i) the Borrower, any time exceed $2,000,000. Notwithstanding Subsidiary of the foregoing, if Borrower or any Deposit Accounts are acquired in connection with a Permitted AcquisitionAccount Bank shall, the Borrower shall have 120 days after the closing date hereof, terminate an agreement with respect to the maintenance of an Approved Deposit Account for any reason, (ii) the Administrative Agent shall demand such Permitted Acquisition termination as a result of the failure of a Deposit Account Bank to comply with the requirements terms of this clause the applicable Deposit Account Control Agreement or (aiii) the Administrative Agent determines in its sole discretion that the financial condition of a Deposit Account Bank has materially deteriorated, the Borrower shall, and shall cause each Subsidiary of the Borrower to, notify all of their respective obligors that were making payments to such terminated Approved Deposit Account to make all future payments to another Approved Deposit Account. (d) In the event (i) the Borrower, any Subsidiary of the Borrower or any Approved Securities Intermediary shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account for any reason, (ii) the Administrative Agent shall demand such Deposit Accountstermination as a result of the failure of an Approved Securities Intermediary to comply with the terms of the applicable Securities Account Control Agreement or (iii) the Administrative Agent determines in its sole discretion that the financial condition of an Approved Securities Intermediary has materially deteriorated, each of the Borrower shall, and shall cause each Subsidiary of the Borrower to, notify all of its obligors that were making payments to such terminated Control Account to make all future payments to another Control Account. (be) The Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine; provided, however, that no Cash Collateral Account shall be established with respect to the assets of any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet the requirements set forth in of the definition of “"Cash Collateral Account”". Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent shall not have any responsibility for, or bearbear any risk of loss of, any such investment or income thereon. None of the Borrower, any Subsidiary of the Borrower or any other Loan Party or Person claiming on behalf of or through the Borrower, any Subsidiary of the Borrower or any other Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9(d) (Mandatory Prepayments). (f) The requirements of this Section 7.12 shall not apply to any Excluded Foreign Subsidiary.

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to (i) deposit in an Approved Deposit Account all cash they receive, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,0002,750,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, that (i) the Borrower and each of its Subsidiaries shall be permitted to maintain and deposit cash into (x) payroll, withholding tax and other fiduciary accounts as long as the aggregate balance in all such accounts accounts), does not at any time exceed $5,000,000 2,500,000 and (yii) additional Deposit Accounts as long as the aggregate balance in any such provisions of this Section 7.13 shall not apply to deposits or accounts subject to a Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with a Permitted Acquisition, the Borrower shall have 120 days after the closing of such Permitted Acquisition Control Agreement subject to comply with the requirements of this clause Section 7.17 (a) with respect to such Deposit AccountsPost-Closing Obligations). (b) The Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine; provided, however, that no Cash Collateral Account shall be established with respect to the assets of any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet the requirements set forth in the definition of “Cash Collateral Account”. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent shall not have any responsibility for, or bearbear any risk of loss of, any such investment or income thereon. Neither the Borrower nor any Subsidiary of the Borrower or any other Loan Party or Person claiming on behalf of or through the Borrower, any Subsidiary of the Borrower or any other Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9 (

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and Each Loan Party shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to (i) deposit in an Approved Deposit Account all cash they receiveit receives, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, provided that the Borrower and each of its Subsidiaries shall be permitted to Loan Parties may maintain and deposit cash into (xA) payroll, withholding tax and other fiduciary accounts as (including accounts holding funds for the benefit of the owners of managed clubs) that are not Approved Deposit Accounts or Control Accounts and (B) other accounts that are not US_ACTIVE:\44299297\214\35899.0483 Approved Deposit Accounts or Control Accounts, so long as the aggregate balance in all such other accounts pursuant to this sub clause (B) collectively does not exceed $2,500,000 at any time exceed $5,000,000 and (y) additional Deposit Accounts as long as the aggregate balance in any such Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with a Permitted Acquisition, the Borrower shall have 120 days after the closing of such Permitted Acquisition to comply with the requirements of this clause (a) with respect to such Deposit Accountsoutstanding. (b) The Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine; provided, however, provided that no Cash Collateral Account shall be required to be established with respect to the assets of any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet the requirements set forth in of the definition of “Cash Collateral Account”. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an a Default or Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, provided that the Administrative Agent shall not have any responsibility for, or bearbear any risk of loss of, any such investment or income thereon. None of Holdings or any Restricted Subsidiary and no Person claiming on behalf of or through Holdings or any Restricted Subsidiary shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 8.03.

Control Accounts; Approved Deposit Accounts. (a) The Borrower shallWithin sixty (60) days (or such longer period as the Collateral Agent may approve) following the Closing Date, and each Credit Party shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to (i) deposit in an Approved Deposit Account all cash they receiveit receives, (ii) not establish or maintain any Securities Account or Commodity Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; providedDepositary Bank subject to an effective Depositary Bank Agreement. Notwithstanding the foregoing, however, that the Borrower and each of its Subsidiaries shall be permitted to maintain and deposit cash into Credit Party may (x) maintain zero-balance accounts for the purpose of managing local disbursements and may maintain payroll, withholding tax and other fiduciary accounts, (y) maintain other accounts as long as the aggregate monthly average daily balance over the immediately preceding 12-month period for all such Credit Parties in all such other accounts does not exceed $2,500,000 at any time exceed $5,000,000 and (yz) additional Deposit Accounts as long as the aggregate balance in any such Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with a Permitted Acquisition, the Borrower shall have 120 days after the closing of such Permitted Acquisition to comply with the requirements of this clause (a) with respect to such Deposit Accountsmake pledges or cash deposits permitted by Section 7.02. (b) The Administrative Agent may establish one In the event (i) any Credit Party or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine; providedany Depositary Bank shall, howeverafter the date hereof, that no Cash Collateral Account shall be established terminate an agreement with respect to the assets maintenance of an Approved Deposit Account for any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash reason or (ii) the Collateral Account shall meet the requirements set forth in the definition of “Cash Collateral Account”. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any reasonably demand such investment) in Cash Equivalents at the direction termination as a result of the Administrative Agent and, except during the continuance material failure of an Event of Default, the Administrative Agent agrees a Deposit Account Bank to comply with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by terms of the Borrowerapplicable Depositary Bank Agreement; provided, howeverthat such Credit Party shall have sixty (60) days (or such longer period as the Collateral Agent may approve) following such termination or such determination by the Collateral Agent, as applicable, to establish new Deposit Accounts and/or cash management systems with a new Depositary Bank. (c) In the event (i) any Credit Party or any Approved Securities Intermediary shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account for any reason or (ii) the Collateral Agent shall reasonably demand such termination as a result of the material failure of an Approved Securities Intermediary to comply with the terms of the applicable Securities Account Control Agreement; provided, that such Credit Party shall have sixty (60) days (or such longer period as the Administrative Collateral Agent shall not have any responsibility formay approve) following such termination or such determination by the Collateral Agent, or bearas applicable, to establish new Control Accounts and/or cash management systems with a new Approved Securities Intermediary.

Control Accounts; Approved Deposit Accounts. (a) The Borrower shallEach Loan Party may establish or maintain any Deposit Account (including, maintaining or establishing certain Deposit Accounts for the purposes of receiving store receipts from a retail store location of a Borrower, collectively, the “Store Accounts” and each individually, a “Store Account”); provided, however, each Loan Party shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to (i) deposit all cash it receives, including, without limitation, all proceeds from sales of Inventory (including, without limitation, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors and all other proceeds of Collateral) in every form, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into an Approved Deposit Account all cash they receive, of such Borrower on each Business Day and (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account BankAccount; provided, howeverfurther, notwithstanding the foregoing, each Loan Party may maintain credit balances in Store Accounts, or other accounts that the Borrower and each of its Subsidiaries shall be permitted to maintain and deposit cash into (x) payrollare not Approved Deposit Accounts, withholding tax and other fiduciary accounts as so long as the aggregate balance in all such accounts does not at any time exceed $5,000,000 10,000,000. (b) Each Loan Party shall (i) instruct each Account Debtor or other Person obligated to make a payment to any of them under any Account to make payment, or to continue to make payment, to an Approved Deposit Account and (yii) additional Deposit Accounts as long as the aggregate balance deposit in any such an Approved Deposit Account does not at immediately upon receipt all Proceeds of such Accounts received by any time exceed $1,000,000 and Loan Party from any other Person. (c) In the aggregate balance in all such Deposit Accounts does not at event (i) any time exceed $2,000,000. Notwithstanding the foregoing, if Loan Party or any Deposit Accounts are acquired in connection with a Permitted AcquisitionAccount Bank shall, the Borrower shall have 120 days after the closing date hereof, terminate an agreement with respect to the maintenance of an Approved Deposit Account for any reason, (ii) the Administrative Agent shall demand such Permitted Acquisition termination as a result of the failure of a Deposit Account Bank to comply with the requirements terms of this clause the applicable Deposit Account Control Agreement or (aiii) the Administrative Agent determines in its sole discretion that the financial condition of a Deposit Account Bank has materially deteriorated, each Loan Party notify all of their respective obligors that were making payments to such terminated Approved Deposit Account to make all future payments to another Approved Deposit Account. (d) In the event (i) any Loan Party or any Approved Securities Intermediary shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account for any reason, (ii) the Administrative Agent shall demand such Deposit Accountstermination as a result of the failure of an Approved Securities Intermediary to comply with the terms of the applicable Securities Account Control Agreement or (iii) the Administrative Agent determines in its sole discretion that the financial condition of an Approved Securities Intermediary has materially deteriorated, each Loan Party shall notify all of its obligors that were making payments to such terminated Control Account to make all future payments to another Control Account. (be) The Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine; provided, however, that no Cash Collateral Account shall be established (i) with respect to the assets of any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet the requirements set forth in the definition of “Cash Collateral Account”. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent shall not have any responsibility for, or bearAMENDED AND RESTATED CREDIT AGREEMENT

Control Accounts; Approved Deposit Accounts. (a) The Each of Co-Borrower, Parent and Borrower shall, and shall cause each of their respective its Domestic Subsidiaries (other than Unrestricted Subsidiaries, with the exception of any Excluded Foreign Subsidiary, ) to (i) deposit in an Approved Deposit Account all cash they receiveit receives (other than proceeds of the Loans that are deposited into the Escrow Account), (ii) not establish or maintain any Securities Account or Commodity Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; providedPROVIDED, howeverHOWEVER, that the each of Co-Borrower, Parent and Borrower and each of its Subsidiaries shall be permitted to maintain and deposit cash into Restricted Subsidiary may (x) deposit cash in and maintain payroll, withholding tax and other fiduciary accounts, in each case that are not Approved Deposit Accounts, (y) deposit cash in and maintain accounts relating to individual quick service restaurant locations that are not Approved Deposit Accounts as long as (i) the aggregate balance in all such accounts does not exceed $25,000,000 at any time exceed $5,000,000 and (yii) additional the balances in such accounts are swept into Approved Deposit Accounts as long as no less frequently than weekly and (z) deposit cash in and maintain the aggregate balance in any such Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with a Permitted Acquisition, the Borrower shall have 120 accounts set forth on SCHEDULE 7.15 until 60 days after the closing of such Permitted Acquisition to comply with date hereof (as the requirements of this clause same may be extended (aincluding indefinitely) with respect to such Deposit Accountsby the Administrative Agent in its sole discretion). (b) The Administrative Collateral Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries securities intermediaries as it in its sole discretion shall determine; provided, however, that no Cash Collateral Account shall be established with respect to the assets of any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet the requirements set forth in the definition of “Cash Collateral Account”. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Collateral Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Collateral Agent and, except during the continuance of an Event of Default, the Administrative Collateral Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; providedPROVIDED, howeverHOWEVER, that the Administrative Collateral Agent shall not have any responsibility for, or bearbear any risk of loss of, any such investment or income thereon. None of Co-Borrower, Parent, Borrower, any of their respective Subsidiaries or any other Loan Party or Person claiming on behalf of or through Co-Borrower, Parent, Borrower, any of their respective Subsidiaries or any other Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and the payment in full (as defined in the Pledge and Security Agreement) of all then outstanding and payable monetary Obligations.

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and Each Credit Party shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to (i) deposit in an Approved Deposit Account all cash they receiveit receives, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a an Approved Deposit Account BankAccount; provided, however, that the Borrower and each of its Subsidiaries shall be permitted to Credit Party may (w) maintain and deposit cash into (x) payroll, withholding tax and other fiduciary accounts, (x) maintain other accounts as long as the aggregate balance for all such Credit Parties in all such other accounts does not exceed $100,000 at any time exceed $5,000,000 and time, (y) additional maintain the Disbursement Accounts (as defined in the Revolving DIP Credit Agreement) in accordance with the terms of the Revolving DIP Credit Agreement, (z) maintain the Deposit Accounts as long as with Scotiabank subject to the aggregate balance in provisions of Section 5.14(c) and (aa) maintain any such Deposit Account does not at in which the Company maintains any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with a Permitted Acquisition, the Borrower shall have 120 days after the closing of such Permitted Acquisition to comply with the requirements of this clause (a) with respect to such Deposit AccountsInvestment permitted by Section 6.7(h). (b) The Administrative Each Credit Party shall (i) instruct each Account Debtor or other Person obligated to make a payment to it under any Account or General Intangible to make payment, or to continue to make payment, to an Approved Deposit Account and (ii) deposit in an Approved Deposit Account immediately upon receipt all Proceeds of such Accounts and General Intangibles received by Holdings, Company or any of their Subsidiaries from any other Person. (c) In the event (i) any Credit Party or any Deposit Account Bank shall, after the date hereof, terminate an agreement with respect to the maintenance of an Approved Deposit Account for any reason, (ii) Collateral Agent may shall demand such termination as a result of the failure of a Deposit Account Bank to comply with the terms of the applicable Deposit Account Control Agreement or Blocked Account Agreement or (iii) Collateral Agent determines in its discretion, exercised in a commercially reasonable manner, that the financial condition of a Deposit Account Bank has materially deteriorated, each Credit Party shall notify all of its respective obligors that were making payments to such terminated Approved Deposit Account to make all future payments to another Approved Deposit Account. (d) In the event (i) any Credit Party or any Approved Securities Intermediary shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account for any reason, (ii) Collateral Agent shall demand such termination as a result of the failure of an Approved Securities Intermediary to comply with the terms of the applicable Securities Account Control Agreement or (iii) Collateral Agent determines in its discretion, exercised in a commercially reasonable manner, that the financial condition of an Approved Securities Intermediary has materially deteriorated, each Credit Party shall notify all of its obligors that were making payments to such terminated Control Account to make all future payments to another Control Account. (e) Collateral Agent shall establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it Collateral Agent in its sole discretion shall determine; provided, however, that no Cash Collateral Account shall be established with respect to the assets of any Excluded Foreign Subsidiary. The Borrower Each Credit Party agrees that each such Cash Collateral Account shall meet the requirements set forth in the definition of “Cash Collateral Account”. Without limiting Each Credit Party hereby irrevocably waives its rights to direct the foregoingapplication of all funds in such Cash Collateral Account and none of Holdings, Company or any other Credit Party or Person claiming on behalf of or through Holdings, Company or any other Credit Party shall have any right to demand payment of any funds on deposit held in any Cash Collateral Account may be invested at any time prior to the Maturity Date. (but the Administrative Agent shall be under no obligation to make any such investmentf) in Cash Equivalents at the direction The requirements of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent this Section 5.13 shall not have apply to any responsibility for, or bearForeign Subsidiary.

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and Each Loan Party shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to (i) subject to clause (f) below, deposit in an Approved Deposit Account all cash they receive, (ii) subject to clause (f) below, not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, that the Borrower and each of its Subsidiaries shall be permitted to may establish or maintain and deposit cash into (x) Permitted Utility Deposit Accounts, (y) payroll, withholding tax and other fiduciary accounts, including accounts as long as for which the funds on deposit therein pertain to Liens permitted under clause (c) of the definition of “Customary Permitted Liens” (provided that neither the Borrower nor any such Subsidiary may maintain funds in any such account in excess of amounts which are actually accrued (or, in the case of fiduciary accounts, otherwise required to be maintained therein) to its employees or the relevant Governmental Authority or other beneficiary of such fiduciary account) and (z) Excluded Deposit Accounts, provided further that (1) all deposits into and balances maintained in the Excluded Deposit Accounts shall be in the ordinary course of business and consistent with past practices; provided, that no proceeds of Loans may be deposited into an Excluded Deposit Account (other than to the extent necessary to repay any amounts then overdrawn) and (2) to the extent the aggregate balances in all Excluded Deposit Accounts at any time exceed $300,000 for a period of longer than 3 Business Days the Borrower shall, or shall cause the relevant Subsidiary to, either (A) cause such amounts in excess of $300,000 to, within 1 Business Day, be transferred to an Approved Deposit Account or (B) cause one or more Excluded Deposit Accounts to become an Approved Deposit Account so that, after giving effect to the actions in clauses (A) and/or (B) the aggregate balance on deposit in all such accounts does Excluded Deposit Accounts shall not at any time exceed $5,000,000 and (y) additional Deposit Accounts as long as the aggregate balance in any such Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with 300,000 for a Permitted Acquisition, the Borrower shall have 120 days after the closing of such Permitted Acquisition to comply with the requirements of this clause (a) with respect to such Deposit Accountsperiod longer than 3 Business Days. (b) The Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine; provided, however, that no Cash Collateral Account shall be established with respect to the assets of any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet the requirements set forth in the definition of “Cash Collateral Account”. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent shall not have any responsibility for, or bear

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to (i) deposit in an Approved Deposit Account all cash they receive, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,0002,750,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, that (i) the Borrower and each of its Subsidiaries shall be permitted to maintain and deposit cash into (x) payroll, withholding tax and other fiduciary accounts as long as the aggregate balance in all such accounts accounts), does not at any time exceed $5,000,000 2,500,000 and (yii) additional Deposit Accounts as long as the aggregate balance in any such provisions of this Section 7.13 shall not apply to deposits or accounts subject to a Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with a Permitted Acquisition, the Borrower shall have 120 days after the closing of such Permitted Acquisition Control Agreement subject to comply with the requirements of this clause Section 7.17 (a) with respect to such Deposit AccountsPost-Closing Obligations). (b) The Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine; provided, however, that no Cash Collateral Account shall be established with respect to the assets of any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet the requirements set forth in the definition of “Cash Collateral Account”. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent shall not have any responsibility for, or bearbear any risk of loss of, any such investment or income thereon. Neither the Borrower nor any Subsidiary of the Borrower or any other Loan Party or Person claiming on behalf of or through the Borrower, any Subsidiary of the Borrower or any other Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.6 (

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and Such Grantor shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to (i) deposit in an Approved Deposit Account all cash they receivereceived by such Grantor, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank, a Lender or an Affiliate of a Lender; provided, however, that the Borrower and each of its Subsidiaries shall be permitted to any Grantor may (i) maintain and deposit cash into (x) payroll, withholding tax and other fiduciary accounts, (ii) maintain other accounts as so long as the aggregate balance in all such accounts does not at any time exceed $5,000,000 and (y) additional Deposit Accounts as long as the aggregate balance in any such Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired (iii) establish accounts in connection with a Permitted Acquisition, use of amounts in the Borrower shall have 120 days after the closing of such Permitted Acquisition to comply with the requirements of this clause (a) with respect to such Deposit AccountsRestricted Cash Collateral Account. (b) The Such Grantor shall instruct each Account Debtor or other Person obligated to make a payment to such Grantor under a General Intangible to make payment, or to continue to make payment, as the case may be, to an Approved Deposit Account and shall deposit in an Approved Deposit Account all Proceeds of such Accounts and General Intangibles received by such Grantor from any other Person immediately upon receipt. (c) In the event (i) such Grantor or any Approved Securities Intermediary or Deposit Account Bank shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account or Approved Deposit Account for any reason, (ii) the Bank Pledge and Security Agreement FMC Corporation Administrative Agent may establish one shall demand such termination as a result of the failure of an Approved Securities Intermediary or more Cash Collateral Accounts Deposit Account Bank to comply with such depositaries and Securities Intermediaries as it the terms of the applicable Control Account Agreement or Deposit Account Control Agreement, or (iii) the Bank Administrative Agent determines in its sole discretion shall determine; providedthat the financial condition of an Approved Securities Intermediary or Deposit Account Bank, howeveras the case may be, has materially deteriorated, such Grantor agrees to notify all of its obligors that no Cash Collateral were making payments to such terminated Control Account shall be established with respect to or Approved Deposit Account, as the assets of any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet the requirements set forth in the definition of “Cash Collateral Account”. Without limiting the foregoingcase may be, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at all future payments to another Control Account or Approved Deposit Account, as the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent shall not have any responsibility for, or bearcase may be.

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and Such Loan Party shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to (i) deposit in an Approved Deposit Account all cash they receivereceived by such Loan Party, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank, the Administrative Agent or an affiliate of the Administrative Agent; provided, however, that the Borrower and each of its Subsidiaries shall be permitted to any Loan Party may maintain and deposit cash into (x) payroll, withholding tax and other fiduciary accounts as long as with the aggregate balance Administrative Agent or an affiliate thereof in all such accounts does not at any time exceed $5,000,000 and (y) additional Deposit Accounts as long as the aggregate balance in any such Deposit Account does that are not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with a Permitted Acquisition, the Borrower shall have 120 days after the closing of such Permitted Acquisition to comply with the requirements of this clause (a) with respect to such Approved Deposit Accounts. (b) The Administrative Agent Such Loan Party shall instruct each Account Debtor or other Person obligated to make a payment to such Loan Party under a General Intangible to make payment, or to continue to make payment, as the case may establish one be, to an Approved Deposit Account and shall deposit in an Approved Deposit Account all Proceeds of such Accounts and General Intangibles received by such Loan Party from any other Person immediately upon receipt. (c) In the event (i) such Loan Party or more Cash Collateral Accounts with such depositaries and any Approved Securities Intermediaries as it in its sole discretion shall determine; providedIntermediary or Deposit Account Bank shall, howeverafter the date hereof, that no Cash Collateral Account shall be established terminate an agreement with respect to the assets maintenance of a Control Account or Approved Deposit Account for any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet the requirements set forth in the definition of “Cash Collateral Account”. Without limiting the foregoingreason, funds on deposit in any Cash Collateral Account may be invested (but ii) the Administrative Agent shall be under no obligation demand such termination as a result of the failure of an Approved Securities Intermediary or Deposit Account Bank to make any such investmentcomply with the terms of the applicable Control Account Agreement or Deposit Account Control Agreement, or (iii) in Cash Equivalents at the direction of the Administrative Agent anddetermines in its sole good faith discretion that the financial condition of an Approved Securities Intermediary or Deposit Account Bank, except during as the continuance case may be, has materially deteriorated, such Loan Party agrees to notify all of its obligors that were making payments to such terminated Control Account or Approved Deposit Account, as the case may be, to make all future payments to another Control Account or Approved Deposit Account, as the case may be. (d) The Administrative Agent agrees that it shall not provide any instruction with respect to any Approved Deposit Account or Control Account unless an Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent shall not have any responsibility for, or bearDefault has occurred and is continuing.

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and shall cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, to Such Grantor will (i) deposit in an Approved Deposit Account all cash they receivereceived by such Grantor, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank, a Lender or an Affiliate of a Lender; provided, however, that the Borrower and each of its Subsidiaries shall be permitted to any Grantor may (i) maintain and deposit cash into (x) payroll, withholding tax and other fiduciary accounts as and (ii) maintain other accounts so long as the aggregate balance in all such accounts does not at any time exceed $5,000,000 and (y) additional Deposit Accounts as long as the aggregate balance in any such Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any Deposit Accounts are acquired in connection with a Permitted Acquisition, the Borrower shall have 120 days after the closing of such Permitted Acquisition to comply with the requirements of this clause (a) with respect to such Deposit Accounts1,000,000. (b) The Such Grantor shall instruct each Account Debtor or other Person obligated to make a payment to such Grantor under a General Intangible to make payment, or to continue to make payment, as the case may be, to an Approved Deposit Account and will deposit in an Approved Deposit Account all Proceeds of such Accounts and General Intangibles received by such Grantor from any other Person immediately upon receipt. (c) In the event (i) such Grantor or any Approved Securities Intermediary or Deposit Account Bank shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account or Approved Deposit Account for any reason, (ii) the Administrative Agent may establish one shall demand such termination as a result of the failure of an Approved Securities Intermediary or more Cash Collateral Accounts Deposit Account Bank to comply with such depositaries and Securities Intermediaries as it the terms of the applicable Control Account Agreement or Deposit Account Control Agreement, or (iii) the Administrative Agent determines in its sole discretion shall determine; providedthat the financial condition of an Approved Securities Intermediary or Deposit Account Bank, howeveras the case may be, has materially deteriorated, such Grantor agrees to notify all of its obligors that no Cash Collateral were making payments to such terminated Control Account shall be established with respect or Approved Deposit Account, as the case may be, to make all future payments to another Control Account or Approved Deposit Account, as the assets of case may be. In any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet the requirements set forth in the definition of “Cash Collateral Account”. Without limiting the foregoingcircumstances, funds on deposit in any Cash Collateral Account may be invested (but Grantor and the Administrative Agent shall be under no obligation cooperate to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders develop a reasonable timetable for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent transition which shall not have any responsibility for, or bearexceed 10 Business Days.

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and shall cause Cause each of their respective Subsidiaries, with the exception of any Excluded Foreign Subsidiary, Loan Parties to (i) deposit in an Approved Deposit Account all cash they receiveit receives, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, that each of the Borrower and each of its Subsidiaries shall be permitted to the Loan Parties may (i) maintain and deposit cash into (x) payroll, withholding tax and other fiduciary accounts that are not subject to a Deposit Account Control Agreement, (ii) maintain accounts with the Agents and (iii) maintain other Deposit Accounts that are not subject to Deposit Account Control Agreements as long as the aggregate balance in all such accounts does not at any time exceed $5,000,000 and (y) additional 2,500,000 as at the end of each Business Day. The Borrower shall ensure that the Deposit Accounts as long as the aggregate balance in any such that are not subject to Deposit Account does not at any time exceed $1,000,000 and the aggregate balance in all such Control Agreements shall, on each Business Day, be swept to one or more Deposit Accounts does not at any time exceed $2,000,000. Notwithstanding the foregoing, if any that are subject to Deposit Accounts are acquired in connection Account Control Agreements with a Permitted Acquisition, Deposit Account Bank to the Borrower shall have 120 days after the closing of such Permitted Acquisition extent necessary to comply with the requirements of this clause (a) with respect to such Deposit Accountsthe immediately preceding sentence. (b) The Administrative Agent Each of the Agents may establish one or more Cash Collateral Accounts with such depositaries and Approved Securities Intermediaries as it in its sole discretion shall determine; provided, however, that no Cash Collateral Account shall be established with respect to the assets of any Excluded Foreign SubsidiarySubsidiary that is not a Loan Party. The Borrower agrees that each such Cash Collateral Account shall meet the requirements set forth in the definition of “"Cash Collateral Account”". Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative applicable Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative applicable Agent and, except during the continuance of an Event of Default, the Administrative each Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative no Agent shall not have any responsibility for, or bearbear any risk of loss of, any such investment or income thereon. None of the Borrower, any Subsidiary of the Borrower or any other Loan Party or Person claiming on behalf of or through the Borrower, any Subsidiary of the Borrower or any other Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations. Each Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.08(c) (Mandatory Prepayments).

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and shall cause each of their respective Subsidiariesother Loan Party to, with the exception of any Excluded Foreign Subsidiary, to (i) deposit in an Approved Deposit Account all cash they receive, (ii) not establish or maintain any Securities Account that is not a Control Account (other than any Securities Accounts maintained as a surety for insurance obligations as long as the aggregate balance in all such Securities Accounts does not at any time exceed $5,000,000) and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, that the Borrower and each of its Subsidiaries shall be permitted to other Loan Party may (i) maintain and deposit cash into (x) payroll, withholding tax and other fiduciary accounts, (ii) maintain accounts with the Administrative Agent, (iii) maintain “Collateral Accounts” as defined in and to the extent required by the New Senior Secured Note Indenture and (iv) maintain other accounts as long as the aggregate balance in all such accounts does not at any time exceed $5,000,000 1,000,000. (b) The Borrower shall, and shall cause each other Loan Party to, (i) instruct each Account Debtor or other Person obligated to make a payment to any of them under any Account or General Intangible to make payment, or to continue to make payment, to an Approved Deposit Account and (yii) additional Deposit Accounts as long as the aggregate balance deposit in any such an Approved Deposit Account does not at immediately upon receipt all Proceeds of such Accounts and General Intangibles received by the Borrower or any time exceed $1,000,000 and other Loan Party from any other Person. (c) In the aggregate balance in all such Deposit Accounts does not at event (i) the Borrower, any time exceed $2,000,000. Notwithstanding the foregoing, if other Loan Party or any Deposit Accounts are acquired in connection with a Permitted AcquisitionAccount Bank shall, the Borrower shall have 120 days after the closing date hereof, terminate an agreement with respect to the maintenance of an Approved Deposit Account for any reason, (ii) the Administrative Agent shall demand such Permitted Acquisition termination as a result of the failure of a Deposit Account Bank to comply with the requirements terms of this clause the applicable Deposit Account Control Agreement or (aiii) the Administrative Agent determines in its sole discretion that the financial condition of a Deposit Account Bank has materially deteriorated, the Borrower shall, and shall cause each other Loan Party to, notify all of their respective obligors that were making payments to such terminated Approved Deposit Account to make all future payments to another Approved Deposit Account. (d) In the event (i) the Borrower, any other Loan Party or any Approved Securities Intermediary shall, after the date hereof, terminate an agreement with respect to the maintenance of a Control Account for any reason, (ii) the Administrative Agent shall demand such Deposit Accountstermination as a result of the failure of an Approved Securities Intermediary to comply with the terms of the applicable Securities Account Control Agreement or (iii) the Administrative Agent determines in its sole discretion that the financial condition of an Approved Securities Intermediary has materially deteriorated, the Borrower shall, and shall cause each other Loan Party to, notify all of its obligors that were making payments to such terminated Control Account to make all future payments to another Control Account. (be) The Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries securities intermediaries as it in its sole discretion shall determine; provided, however, that no Cash Collateral Account shall be established with respect to the assets of any Excluded Foreign Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet be under the requirements set forth in sole dominion and control of the definition of “Administrative Agent and that the Administrative Agent shall be the Entitlement Holder with respect to each such Cash Collateral Account that is a Securities Account and the only Person authorized to give Entitlement Orders with respect to each such Securities Account”. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during a Collateral Availability Period or during the continuance of Default or an Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided, however, that the Administrative Agent shall not have any responsibility for, or bearbear any risk of loss of, any such investment or income thereon. None of the Borrower, any Subsidiary of the Borrower or any other Loan Party or Person claiming on behalf of or through the Borrower, any Subsidiary of the Borrower or any other Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9(d).