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 its Subsidiaries to, (i) subject to clause (f) below, deposit in an Approved Deposit Account all cash they receive, (ii) subject to CREDIT AGREEMENT U.S. CONCRETE, INC. clause (f) below, not establish or maintain any Securities Account that is not a Control Account 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 may establish or maintain (x) payroll, withholding tax and other fiduciary accounts, including accounts for which the funds on deposit therein pertain to Liens permitted under clause (c) of the definition of “Customary Permitted Liens” or Liens permitted by Section 8.2(k) (Liens) (provided that neither the Borrower nor any such Subsidiary may maintain funds in any such account in excess of amounts which are actually due (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), (y) until the date specified in clause (f) below or unless a Default or Event of Default has occurred and is continuing, an amount not to exceed $2,000,000 at any time in account number 001390027679 at BofA to cover net disbursements made on behalf of the Borrower and its Subsidiaries in the ordinary course of business and (z) Excluded Deposit Accounts, provided further that to the extent the aggregate balances in all Excluded Deposit Accounts at any time exceed $300,000 for a period of longer than five days the Borrower shall, or shall cause the relevant Subsidiary to, either (A) cause such amounts in excess of $300,000 to, within one 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 Excluded Deposit Accounts shall not at any time exceed $300,000 for a period longer than five days. (b) The Borrower shall, and shall cause each of its Subsidiaries, to (i) subject to clause (a) above, 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) subject to clause (a) above, deposit in an Approved Deposit Account immediately upon receipt all Proceeds of such Accounts and General Intangibles received by the Borrower or any of its 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, exercised reasonably and in good faith, 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 (such notification to occur with the next billing cycle after the Administrative Agent has made such determination). (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 (such notification to occur with the next billing cycle after the Administrative Agent has made such determination). CREDIT AGREEMENT U.S. CONCRETE, INC. (e) 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 be under the sole dominion and control of the 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 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 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(f)(Mandatory Prepayments). (f) Within seventy-five days following the Closing Date, the Borrower shall (i) deliver to the Administrative Agent (x) Deposit Account Control Agreements with respect to each Deposit Account (other than an Excluded Deposit Account) duly executed by the appropriate Loan Party and the financial institution at which such Deposit Account is maintained and (y) Securities Account Control Agreements duly executed by the appropriate Loan Party and (1) all Securities Intermediaries with respect to all Securities Accounts and securities entitlements of the Borrower and each Guarantor and (2) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Guarantor and (ii) establish at BofA such controlled disbursement accounts and other accounts as may reasonably be requested by the Administrative Agent in connection with the exercise by the Administrative Agent of dominion and control over the Loan Parties’ cash management system. (g) The provisions of this Section 7.12 shall not apply to any Excluded Foreign Subsidiary or Excluded Subsidiary.

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and shall cause each of its Restricted Subsidiaries to, (i) subject to clause (f) below, deposit in an Approved Deposit Account all cash they receive, (ii) subject to CREDIT AGREEMENT U.S. CONCRETE, INC. clause (f) below, not establish or maintain any Securities Account that is not a Control Account 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 Restricted Subsidiaries may establish or (i) maintain (x) payroll, withholding tax and other fiduciary accounts, including (ii) maintain accounts for which with the funds on deposit therein pertain to Liens permitted under clause Administrative Agent, (ciii) of the definition of “Customary Permitted Liens” or Liens permitted by Section 8.2(k) (Liens) (provided that neither the Borrower nor any such Subsidiary may maintain funds in any such account in excess of amounts which are actually due (or, in the case of fiduciary accountsPACC and PAFC, otherwise required to be maintained therein) to its employees or maintain the relevant Governmental Authority or other beneficiary of such fiduciary account), (y) until the date specified in clause (f) below or unless a Default or Event of Default has occurred and is continuing, an amount not to exceed $2,000,000 at any time in account number 001390027679 at BofA to cover net disbursements made on behalf of the Borrower and its Subsidiaries in the ordinary course of business Permitted PACC Accounts and (ziv) Excluded Deposit Accounts, provided further that to the extent the aggregate balances in all Excluded Deposit Accounts at any time exceed $300,000 for a period of longer than five days the Borrower shall, or shall cause the relevant Subsidiary to, either (A) cause such amounts in excess of $300,000 to, within one 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) maintain other accounts as long as the aggregate balance on deposit in all Excluded Deposit Accounts shall such other accounts does not at any time exceed $300,000 for a period longer than five days25,000,000. (b) The Borrower shall, and shall cause each of its Subsidiaries, the Guarantors to (i) subject to clause (a) above, 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 a collection account of the Borrower (a “Collection Account “) or concentration account of the Borrower (a “Concentration Account”) which in each case is an Approved Deposit Account and (ii) subject to clause (a) above, deposit in an Approved Deposit a Collection Account or Concentration Account immediately upon receipt all Proceeds of such Accounts and General Intangibles received by the Borrower or any of its Subsidiaries Guarantor from any other Person. The outstanding balance in each Collection Account shall be swept at least once on each Business Day to a Concentration Account. Subject to rights of the Administrative Agent with respect to each Approved Deposit Account pursuant to the applicable Loan Documents, the Borrower shall be entitled from time to time (i) to direct that the outstanding balance in any Concentration Account, or any portion thereof, shall be transferred (x) to an operating account (an “Operating Account”) of the Borrower that is an Approved Deposit Account or (y) to a Cash Collateral Account; and (ii) to direct that the outstanding balance in any Operating Account, or any portion thereof, be transferred to another account of the Borrower or otherwise applied as the Borrower may direct. If at any time there are any Loans outstanding, or any other Obligation which is then due and payable, the Borrower authorizes the Administrative Agent to apply the outstanding balance in any Concentration Account in repayment of such Loan or other Obligation; provided, however, that in the event that the Administrative Agent elects to apply CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. such amount (or a portion thereof) in repayment of a Eurodollar Rate Loan, such amount shall at the Borrower’s option, instead of being applied in repayment of such Eurodollar Rate Loan, be held by the Administrative Agent as cash collateral therefor in accordance with (and to the extent permitted by) Section 2.14(e)(ii) (Breakage Costs). (c) In the event (i) the Borrower, any Subsidiary of the Borrower Guarantor 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, exercised reasonably and in good faithreasonably, that the financial condition of a Deposit Account Bank has materially deteriorated, the Borrower shall, and shall cause each Subsidiary of the Borrower Guarantor 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 (such notification to occur with the next billing cycle after the Administrative Agent has made such determination)Account. (d) In the event (i) the Borrower, any Subsidiary of the Borrower Guarantor 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 Guarantor to, notify all of its obligors that were making payments to such terminated Control Account to make all future payments to another Control Account (such notification to occur with the next billing cycle after the Administrative Agent has made such determination). CREDIT AGREEMENT U.S. CONCRETE, INCAccount. (e) The Administrative Agent may and the Borrower shall establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it shall be acceptable to the Administrative 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 Subsidiarydiscretion. The Borrower agrees that each such Cash Collateral Account shall be under the sole dominion and control of the 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 shall be invested (but the Administrative Agent shall be under no obligation to make any such investment) only in Cash Equivalents cash and Permitted Investments, which shall be made (i) except when an Event of Default has occurred which is continuing, at the direction of the Administrative Agent and, except Borrower and (ii) during the continuance of an Event of Default, at the direction of the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the BorrowerAgent; provided, however, that the Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. None of the Borrower, any Subsidiary of the Borrower and its Subsidiaries 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 them 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 Credit, the payment in full of all then outstanding and payable monetary ObligationsObligations and termination of the Revolving Credit Commitments; provided, however, that, subject to the rights of the Administrative Agent with respect to the Cash Collateral Accounts pursuant hereto and the other Loan Documents, the Borrower shall be entitled from time to time to direct that the outstanding balance in any Cash Collateral Account, or any portion thereof, (i) be transferred to another Cash Collateral Account or (ii) be transferred to a Concentration Account. The Administrative Agent shall apply all funds on deposit and Permitted Investments in a Cash Collateral Account as provided in Section 2.9(f)(Mandatory Prepayments). 2.13(g) (fPayments and Computations) Within seventy-five days following the Closing Date, the Borrower shall (i) deliver to the Administrative Agent (x) Deposit Account Control Agreements with respect to each Deposit Account (other than an Excluded Deposit Account) duly executed by the appropriate Loan Party and the financial institution at which such Deposit Account is maintained and (y) Securities Account Control Agreements duly executed by the appropriate Loan Party and (1) all Securities Intermediaries with respect to all Securities Accounts and securities entitlements of the Borrower and each Guarantor and (2) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Guarantor and (ii) establish at BofA such controlled disbursement accounts and other accounts as may reasonably be requested by the Administrative Agent in connection with the exercise by the Administrative Agent of dominion and control over the Loan Parties’ cash management systemCollateral Documents. CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. (g) The provisions of this Section 7.12 shall not apply to any Excluded Foreign Subsidiary or Excluded Subsidiary.

Control Accounts; Approved Deposit Accounts. (a) The Each of the Parent and the Borrower shall, and shall cause each of its Subsidiaries totheir 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 CREDIT AGREEMENT U.S. CONCRETE, INC. clause (f) below, not establish or maintain any Securities Account that is not a Control Account and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; providedPROVIDED, howeverHOWEVER, that each of the Parent and the Borrower and each of its their respective Subsidiaries may establish or maintain (x) deposit cash in and maintain payroll, withholding tax and other fiduciary accounts, including accounts for which the funds on deposit therein pertain to Liens permitted under clause (c) of the definition of “Customary Permitted Liens” or Liens permitted by Section 8.2(k) (Liens) (provided in each case that neither the Borrower nor any such Subsidiary may maintain funds in any such account in excess of amounts which are actually due (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)not Approved Deposit Accounts, (y) until deposit cash in and maintain other accounts that are not Approved Deposit Accounts as long as the date specified Dollar Equivalent of the aggregate balance in clause (f) below or unless a Default or Event of Default has occurred and is continuing, an amount all such accounts does not to exceed $2,000,000 at any time in account number 001390027679 at BofA to cover net disbursements made on behalf of the Borrower and its Subsidiaries in the ordinary course of business 3,000,000 and (z) Excluded Deposit Accounts, provided further that to deposit cash in and maintain the extent accounts set forth on SCHEDULE 7.15 (POST-CLOSING DELIVERIES) until the aggregate balances in all Excluded Deposit Accounts at any time exceed $300,000 date set forth on such Schedule for a period of longer than five days each such account (as the Borrower shall, or shall cause same may be extended by the relevant Subsidiary to, either (A) cause such amounts in excess of $300,000 to, within one 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 Excluded Deposit Accounts shall not at any time exceed $300,000 for a period longer than five daysAdministrative Agent). (b) The Borrower shall, and shall cause each of its Subsidiaries, to (i) subject to clause (a) above, 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) subject to clause (a) above, deposit in an Approved Deposit Account immediately upon receipt all Proceeds of such Accounts and General Intangibles received by the Borrower or any of its 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, exercised reasonably and in good faith, 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 (such notification to occur with the next billing cycle after the Administrative Agent has made such determination). (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 (such notification to occur with the next billing cycle after the Administrative Agent has made such determination). CREDIT AGREEMENT U.S. CONCRETE, INC. (e) 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; providedPROVIDED, howeverHOWEVER, 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 be under the sole dominion and control of the 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 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; providedPROVIDED, howeverHOWEVER, that the Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. None of the Parent, the Borrower, any Subsidiary of the Borrower their respective Subsidiaries or any other Loan Party or Person claiming on behalf of or through the Parent, the Borrower, any Subsidiary of the Borrower 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 Intercreditor Agreement) 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(f)(Mandatory Prepayments). (f) Within seventy-five days following the Closing Date, the Borrower shall (i) deliver to the Administrative Agent (x) Deposit Account Control Agreements with respect to each Deposit Account (other than an Excluded Deposit Account) duly executed by the appropriate Loan Party and the financial institution at which such Deposit Account is maintained and (y) Securities Account Control Agreements duly executed by the appropriate Loan Party and (1) all Securities Intermediaries with respect to all Securities Accounts and securities entitlements of the Borrower and each Guarantor and (2) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Guarantor and (ii) establish at BofA such controlled disbursement accounts and other accounts as may reasonably be requested by the Administrative Agent in connection with the exercise by the Administrative Agent of dominion and control over the Loan Parties’ cash management system. (g) The provisions of this Section 7.12 shall not apply to any Excluded Foreign Subsidiary or Excluded Subsidiary.

Control Accounts; Approved Deposit Accounts. (a) The Borrower shallWithin 90 days following the Effective Date (plus in the event any depositary institution refuses to execute a Deposit Account Control Agreement or a Securities Account Control Agreement (other than a European Pledge on Bank Accounts), as applicable, then the Borrowers and the Subsidiary Guarantors shall have an additional 120 days to move such deposit account and/or such securities account) (or, in each case, such longer period as may be agreed to by the Administrative Agent in its discretion), the Borrowers shall and shall cause each of its Subsidiaries the Subsidiary Guarantors to, (i) subject to clause (f) below, deposit in an Approved Deposit Account all cash they receivereceived by them, (ii) subject to CREDIT AGREEMENT U.S. CONCRETE, INC. clause (f) below, not establish or maintain any Securities Account that is not a Control Account and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, that the Borrower Borrowers and each of its Subsidiaries the Subsidiary Guarantors may (i) establish or and maintain (x) payroll, withholding trust, tax and other fiduciary accountsaccounts so long as the amounts in such accounts are for the payment of payroll, including accounts for which the funds on deposit therein pertain to Liens permitted under clause (c) taxes or in respect of the definition of “Customary Permitted Liens” or Liens permitted by Section 8.2(k) (Liens) (provided that neither the Borrower nor any such Subsidiary may maintain funds in any such account in excess of amounts which are actually due (or, in the case of trust and other fiduciary accounts, otherwise required to be maintained therein) to its employees or the relevant Governmental Authority or other beneficiary of such fiduciary account), (y) until the date specified in clause (f) below or unless a Default or Event of Default has occurred and is continuing, an amount not to exceed $2,000,000 at any time in account number 001390027679 at BofA to cover net disbursements made on behalf of the Borrower and its Subsidiaries obligations in the ordinary course of business or otherwise required by a Requirement of Law, (ii) establish and (z) Excluded Deposit Accounts, provided further that to maintain other accounts as long as the extent the aggregate balances balance in all Excluded Deposit Accounts at any time each account does not exceed $300,000 for a period of longer than five days the Borrower shall, or shall cause the relevant Subsidiary to, either (A) cause such amounts in excess of $300,000 to, within one 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) 1.0 million and the aggregate balance on deposit in all Excluded Deposit Accounts shall such accounts does not at any time exceed $300,000 for a period longer than five days10.0 million and (iii) establish and maintain other accounts as long as any deposits therein or transfers thereto are of proceeds from Fixed Asset Collateral (including insurance, condemnation and casualty proceeds constituting Fixed Asset Collateral) or proceeds of the loans made pursuant to the Term Loan Facility, in each case without complying with the provisions of this clause (a). (b) The Borrower Within 90 days following the Effective Date (plus in the event any depositary institution refuses to execute a Deposit Account Control Agreement or a Securities Account Control Agreement (other than a European Pledge on Bank Accounts), as applicable, then the Borrowers and the Subsidiary Guarantors shall have an additional 120 days to move such deposit account and/or such securities account) (or, in each case, such longer period as may be agreed to by the Administrative Agent in its discretion), the Borrowers shall, and shall cause each of its Subsidiariestheir Subsidiary Guarantors, to (i) subject to clause (a) above, instruct each Account Debtor or other Person obligated to make a payment to any of them under any Account or General Intangible (other than Fixed Asset Collateral) to make payment, or to continue to make payment, to an Approved Deposit Account and (ii) subject to clause (a) above, deposit in an Approved Deposit Account immediately upon receipt all Proceeds of such Accounts and General Intangibles (other than Fixed Asset Collateral) received by the any Borrower or any of its Subsidiaries the Subsidiary Guarantors from any other Person. (c) In the event (i) the any Borrower, any Subsidiary of the Borrower Guarantor or any Deposit Account Bank shall, after the date hereofEffective Date, terminate an agreement with respect to the maintenance of an Approved Deposit Account for any reasonreason (except as permitted herein), (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, in the case of Approved Deposit Accounts subject to the European Pledge on Bank Accounts, the instructions given to the Deposit Account Bank in accordance with the provisions of the European Pledge on Bank Accounts or (iii) the Administrative Agent determines in its sole discretion, discretion exercised reasonably and in good faith, that the financial condition of a Deposit Account Bank has materially deterioratedno longer qualifies as a “Deposit Account Bank”, the each Borrower shall, and shall cause each Subsidiary of the Borrower Guarantor to, notify notify, within 30 days of written notice to the U.S. Borrower of such termination or determination, 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 (such notification to occur with the next billing cycle after the Administrative Agent has made such determination)Account. (d) In the event (i) the Borrower, any Borrower or any Subsidiary of the Borrower Guarantor or any Approved Securities Intermediary shall, after the date hereofEffective Date, terminate an agreement with respect to the maintenance of a Control Account for any reasonreason (except as permitted herein), (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, in the case of Securities Accounts subject to the European Pledge on Bank Accounts, the instructions given to the Approved Securities Intermediary in accordance with the provisions of the European Pledge on Bank Accounts or (iii) the Administrative Agent determines in its sole discretion exercised reasonably that the financial condition of an Approved Securities Intermediary has materially deteriorated, the each Borrower shall, and shall cause each Subsidiary of the Borrower Guarantor to, notify notify, within 30 days of written notice to the U.S. Borrower of such termination or determination, all of its obligors that were making payments to such terminated Control Account to make all future payments to another Control Account (such notification to occur with the next billing cycle after the Administrative Agent has made such determination). CREDIT AGREEMENT U.S. CONCRETE, INCAccount. (e) 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 be under the sole dominion and control of the 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 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 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(f)(Mandatory Prepayments). (f) Within seventy-five days following the Closing Date, the Borrower shall (i) deliver to the Administrative Agent (x) Deposit Account Control Agreements with respect to each Deposit Account (other than an Excluded Deposit Account) duly executed by the appropriate Loan Party and the financial institution at which such Deposit Account is maintained and (y) Securities Account Control Agreements duly executed by the appropriate Loan Party and (1) all Securities Intermediaries with respect to all Securities Accounts and securities entitlements of the Borrower and each Guarantor and (2) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Guarantor and (ii) establish at BofA such controlled disbursement accounts and other accounts as may reasonably be requested by the Administrative Agent in connection with the exercise by the Administrative Agent of dominion and control over the Loan Parties’ cash management system. (g) The provisions of this Section 7.12 shall not apply to any Excluded Foreign Subsidiary or Excluded Subsidiary.

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and shall cause each of its Domestic Subsidiaries and the UK Guarantor to, (i) subject to clause (f) below, deposit in an Approved Deposit Account all cash they receive, (ii) subject to CREDIT AGREEMENT U.S. CONCRETE, INC. clause (f) below, not establish or maintain any Securities Account that is not a Control Account 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 may establish or (i) maintain (x) payroll, withholding tax and other fiduciary accounts, including (ii) maintain accounts for which with the funds on deposit therein pertain to Liens permitted under clause (c) of the definition of “Customary Permitted Liens” or Liens permitted by Section 8.2(k) (Liens) (provided that neither the Borrower nor any such Subsidiary may maintain funds in any such account in excess of amounts which are actually due (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), (y) until the date specified in clause (f) below or unless a Default or Event of Default has occurred and is continuing, an amount not to exceed $2,000,000 at any time in account number 001390027679 at BofA to cover net disbursements made on behalf of the Borrower and its Subsidiaries in the ordinary course of business Administrative Agent and (ziii) Excluded Deposit Accounts, provided further that to the extent the aggregate balances in all Excluded Deposit Accounts at any time exceed $300,000 for a period of longer than five days the Borrower shall, or shall cause the relevant Subsidiary to, either (A) cause such amounts in excess of $300,000 to, within one 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) maintain other accounts as long as the aggregate balance on deposit in all Excluded Deposit Accounts shall such accounts does not at any time exceed $300,000 for a period longer than five days1,000,000. (b) The Borrower shall, and shall cause each of its Subsidiaries, to (i) subject to clause (a) above, 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) subject to clause (a) above, deposit in an Approved Deposit Account immediately upon receipt all Proceeds of such Accounts and General Intangibles received by the Borrower or any of its Subsidiaries from any other Person. (c) In the event that (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, exercised reasonably and in good faith, discretion that the financial condition of a Deposit Account Bank has materially deteriorated, the Borrower shall, and shall cause each Subsidiary of the Borrower 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 (such notification to occur with the next billing cycle after the Administrative Agent has made such determination)Account. (d) In the event that (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 its Subsidiaries to, notify all of its obligors that were making payments to such terminated Control Account to make all future payments to another Control Account (such notification to occur with the next billing cycle after the Administrative Agent has made such determination). CREDIT AGREEMENT U.S. CONCRETE, INCAccount. (e) 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 be under the sole dominion and control of the 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 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 CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. 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, Borrower or 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(f)(Mandatory 2.9(c) (Mandatory Prepayments). (f) Within seventy-five days following the Closing Date, the Borrower shall (i) deliver to the Administrative Agent (x) Deposit Account Control Agreements with respect to each Deposit Account (other than an Excluded Deposit Account) duly executed by the appropriate Loan Party and the financial institution at which such Deposit Account is maintained and (y) Securities Account Control Agreements duly executed by the appropriate Loan Party and (1) all Securities Intermediaries with respect to all Securities Accounts and securities entitlements of the Borrower and each Guarantor and (2) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Guarantor and (ii) establish at BofA such controlled disbursement accounts and other accounts as may reasonably be requested by the Administrative Agent in connection with the exercise by the Administrative Agent of dominion and control over the Loan Parties’ cash management system. (g) The provisions of this Section 7.12 shall not apply to any Excluded Foreign Subsidiary or Excluded Subsidiary.

Control Accounts; Approved Deposit Accounts. (a) The Each of Ultimate Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower, Parent and Arby’s Opco Borrower shall, and shall cause each of its Domestic Subsidiaries to(other than Immaterial Subsidiaries, Unrestricted Subsidiaries and the Limited Entities (as defined in the Pledge and Security Agreement)) to (i) subject to clause (f) below, deposit in an Approved Deposit Account all cash they receiveit receives, (ii) subject to CREDIT AGREEMENT U.S. CONCRETE, INC. clause (f) below, not establish or maintain any Securities Account or Commodity Account that is not a Control Account and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided, however, that the each of Ultimate Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower, Parent and Arby’s Opco Borrower and each of its Subsidiaries Restricted Subsidiary may establish or (w) deposit cash in and maintain (x) payroll, withholding tax and other fiduciary accounts, including in each case that are not Approved Deposit Accounts, (x) deposit cash in and maintain accounts for which relating to individual quick service restaurant locations that are not Approved Deposit Accounts as long as (i) the funds on deposit therein pertain to Liens permitted under clause aggregate balance in all such accounts does not exceed $25,000,000 at any time and (cii) of the definition of “Customary Permitted Liens” or Liens permitted by Section 8.2(kbalances in such accounts are swept into Approved Deposit Accounts no less frequently than weekly, (y) (Liens) (provided that neither the Borrower nor any such Subsidiary may maintain funds in any such account in excess of amounts which are actually due (or, in the case of fiduciary accountsLoan Parties that are not New Entities, otherwise required deposit cash in and maintain the accounts set forth on Schedule 7.15 to the Original Credit Agreement until 60 days after the Initial Closing Date (as the same may be maintained thereinextended (including indefinitely) to by the Administrative Agent in its employees or the relevant Governmental Authority or other beneficiary of such fiduciary account), (ysole discretion) until the date specified in clause (f) below or unless a Default or Event of Default has occurred and is continuing, an amount not to exceed $2,000,000 at any time in account number 001390027679 at BofA to cover net disbursements made on behalf of the Borrower and its Subsidiaries in the ordinary course of business and (z) Excluded Deposit Accountsin the case of New Entities and their Domestic Subsidiaries, provided further that to deposit cash in and maintain the extent accounts set forth on Schedule 7.15 until 60 days after the aggregate balances Restatement Effective Date (as the same may be extended (including indefinitely) by the Administrative Agent in all Excluded Deposit Accounts at any time exceed $300,000 for a period its sole discretion). Each of longer than five days the Borrower shallUltimate Parent Co-Borrower, or shall cause the relevant Subsidiary toHoldco Co-Borrower, either (A) cause such amounts in excess of $300,000 toWII Co-Borrower, within one 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 Excluded Deposit Accounts shall not at any time exceed $300,000 for a period longer than five days. (b) The Parent and Arby’s Opco Borrower shall, and shall cause each of its Domestic Subsidiaries (other than Immaterial Subsidiaries, to Unrestricted Subsidiaries and the Limited Entities (i) subject to clause (a) aboveas defined in the Pledge and Security Agreement)), 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) subject to clause (a) above, deposit in an Approved Deposit Account immediately upon receipt all Proceeds of such Accounts and General Intangibles received by the Borrower or any of its Subsidiaries from any other Person. (c) In the event (i) the Borrower, any Subsidiary of the Borrower or any Deposit Account Bank shall, within 60 days after the date hereof, terminate an agreement with respect to Restatement Effective Date and continuously thereafter (as the maintenance of an Approved Deposit Account for any reason, same may be extended (iiincluding indefinitely) by 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, exercised reasonably and ) to cause any uncertificated money market funds or securities not held in good faith, 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 Securities Account to make all future payments be transferred to another Approved Deposit a Securities Account (such notification or to occur with otherwise be subject to a control type agreement reasonably satisfactory to the next billing cycle after the Administrative Agent has made such determination)Collateral Agent. (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 (such notification to occur with the next billing cycle after the Administrative Agent has made such determination). CREDIT AGREEMENT U.S. CONCRETE, INC. (eb) 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 be under the sole dominion and control of the 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 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 Borrowers to issue Entitlement Orders for such investments in Cash Equivalents as requested by the BorrowerBorrowers; provided, however, that the Administrative Collateral Agent shall not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. None of the Ultimate Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower, Parent, Arby’s Opco Borrower, any Subsidiary of the Borrower their respective Subsidiaries or any other Loan Party or Person claiming on behalf of or through the Ultimate Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower, Parent, Arby’s Opco Borrower, any Subsidiary of the Borrower 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. The Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 2.9(f)(Mandatory Prepayments). (f) Within seventy-five days following the Closing Date, the Borrower shall (i) deliver to the Administrative Agent (x) Deposit Account Control Agreements with respect to each Deposit Account (other than an Excluded Deposit Account) duly executed by the appropriate Loan Party and the financial institution at which such Deposit Account is maintained and (y) Securities Account Control Agreements duly executed by the appropriate Loan Party and (1) all Securities Intermediaries with respect to all Securities Accounts and securities entitlements of the Borrower and each Guarantor and (2) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Guarantor and (ii) establish at BofA such controlled disbursement accounts and other accounts as may reasonably be requested by the Administrative Agent in connection with the exercise by the Administrative Agent of dominion and control over the Loan Parties’ cash management system. (g) The provisions of this Section 7.12 shall not apply to any Excluded Foreign Subsidiary or Excluded Subsidiary.

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and Such Grantor shall cause each of its Subsidiaries to, (i) subject transfer every Business Day to clause (f) below, deposit in an Approved Deposit Account all cash they receivereceived by such Grantor (except, as long as the Surety shall have a first-priority security interest therein under the Surety Facility and the Surety Intercreditor Agreement, the Surety Collateral), (ii) subject to CREDIT AGREEMENT U.S. CONCRETE, INC. clause (f) below, not establish or maintain any Securities Account that is not a Control Account (except, so long as such Securities Account shall be permitted under the Surety Facility, in connection with the Surety Facility and in accordance with the Surety Intercreditor Agreement) and (iii) not establish or maintain any Deposit Account other than with Approved Deposit Accounts and those of a Lender or an Affiliate and Deposit Accounts whose entire balances are transferred daily to an Approved Deposit Account Bankin accordance with CLAUSE (i) above; providedPROVIDED, howeverHOWEVER, that the Borrower and each of its Subsidiaries any Grantor may establish or maintain (x) payroll, withholding tax and other fiduciary accounts, including accounts for which the funds on deposit therein pertain to Liens permitted under clause (c) of the definition of “Customary Permitted Liens” or Liens permitted by Section 8.2(k) (Liens) (provided that neither the Borrower nor any such Subsidiary may maintain funds in any such account in excess of amounts which are actually due (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 (y) until the date specified in clause (f) below or unless a Default or Event of Default has occurred and is continuing, an amount not to exceed $2,000,000 at any time in account number 001390027679 at BofA to cover net disbursements made on behalf of the Borrower and its Subsidiaries in the ordinary course of business and (z) Excluded Deposit Accounts, provided further that to the extent the aggregate balances in all Excluded Deposit Accounts at any time exceed $300,000 for a period of longer than five days the Borrower shall, or shall cause the relevant Subsidiary to, either (A) cause such amounts in excess of $300,000 to, within one Business Day, be transferred to an Approved Deposit Account or (B) cause one or more Excluded Deposit Accounts to become an Approved Deposit Account other accounts so that, after giving effect to the actions in clauses (A) and/or (B) long as the aggregate balance on deposit in all Excluded Deposit Accounts shall such accounts does not at any time exceed $300,000 for a period longer than five days30,000,000. (b) The Borrower shall, and shall cause each of its Subsidiaries, to (i) subject to clause (a) above, 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) subject to clause (a) above, deposit in an Approved Deposit Account immediately upon receipt all Proceeds of such Accounts and General Intangibles received by the Borrower or any of its Subsidiaries from any other Person. (c) In the event (i) the Borrower, any Subsidiary of the Borrower 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 an 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 a Deposit Account Bank to comply with the terms of the applicable Deposit Account Control Agreement reason or (iii) the Administrative Agent determines in its sole discretion, exercised reasonably and in good faith, 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 (such notification to occur with the next billing cycle after the Administrative Agent has made such determination). (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 or Deposit Account Bank to comply with the terms of the applicable Securities 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 has materially deterioratedAgreement, the Borrower shall, and shall cause each Subsidiary of the Borrower to, such Grantor 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 (such notification to occur with the next billing cycle after the Administrative Agent has made such determination). CREDIT AGREEMENT U.S. CONCRETE, INC. (e) 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 be under the sole dominion and control of the 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 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 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(f)(Mandatory Prepayments). (f) Within seventy-five days following the Closing Date, the Borrower shall (i) deliver to the Administrative Agent (x) Deposit Account Control Agreements with respect to each Deposit Account (other than an Excluded Approved Deposit Account) duly executed by , as the appropriate Loan Party and the financial institution at which such Deposit Account is maintained and (y) Securities Account Control Agreements duly executed by the appropriate Loan Party and (1) all Securities Intermediaries with respect to all Securities Accounts and securities entitlements of the Borrower and each Guarantor and (2) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Guarantor and (ii) establish at BofA such controlled disbursement accounts and other accounts as case may reasonably be requested by the Administrative Agent in connection with the exercise by the Administrative Agent of dominion and control over the Loan Parties’ cash management systembe. (g) The provisions of this Section 7.12 shall not apply to any Excluded Foreign Subsidiary or Excluded Subsidiary.

Control Accounts; Approved Deposit Accounts. (a) The Borrower shall, and shall cause each of its Subsidiaries to, (i) No Grantor shall establish or maintain any Concentration Account that is not subject to clause a first priority perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties (f) belowsubject only to Permitted Liens). On the Closing Date (or such later date as may be agreed to by the Administrative Agent), deposit in an Approved each Grantor shall have delivered to the Administrative Agent a Deposit Account all cash they receiveControl Agreement with respect to each Concentration Account, in form and substance satisfactory to the Administrative Agent. (ii) Notwithstanding anything in the foregoing clause (i) to the contrary, to the extent that that a Deposit Account Control Agreement with respect to each Concentration Account existing on the Closing Date that was established prior to the Closing Date shall not have been delivered to the Administrative Agent on the Closing Date, the Grantors shall either (i) within 30 days after the Closing Date cause the applicable Deposit Account Bank with which such Concentration Account is maintained to enter into a Deposit Account Control Agreement sufficient to perfect the Administrative Agent’s security interest in such Concentration Account and all deposits therein or (ii) within 60 days after the Closing Date, close such Concentration Account; provided, however, if such Concentration Account is an account to which any Grantor’s customers have been instructed to make payments (or an account associated with an address to which any Grantor’s customers have been instructed to make payments), and within 60 days after the date of this Agreement such customers shall have been instructed to make payments thereafter to a new Concentration Account that is subject to CREDIT AGREEMENT U.S. CONCRETEa Deposit Account Control Agreement, INC. then the 60 day period referred to in this clause (fii) below, not shall be extended to 90 days after the Closing Date. (i) No Grantor shall establish or maintain any Securities Account that is not subject to a first priority perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties (subject only to Permitted Liens), which security interest shall be perfected by “control” within the meaning of Sections 8-106 and 9-106 of the UCC. On the Closing Date (or such later date as may be agreed to by the Administrative Agent), each Grantor shall have delivered to the Administrative Agent a Control Account Agreement with respect to each Securities Account, in form and substance satisfactory to the Administrative Agent. (iiiii) Notwithstanding anything in the foregoing clause (i) to the contrary, to the extent that that a Control Account Agreement with respect to each Securities Account existing on the Closing Date that was established prior to the Closing Date shall not establish have been delivered to the Administrative Agent on the Closing Date, the Grantors shall either (i) within 30 days after the Closing Date cause the Securities Intermediary with which such Securities Account is maintained to enter into a Control Account Agreement sufficient to perfect the Administrative Agent’s security interest in such Securities Account and any Financial Assets credit to such Securities Account by “control” within the meaning of Sections 8-106 and 9-106 of the UCC, or maintain (ii) within 60 days after the date of this Agreement close such Securities Account. (c) No Grantor shall permit the amount of cash or Cash Equivalents held by the Grantors that is not maintained in a Concentration Account, a Cash Collateral Account, or a Securities Account with respect to which the Administrative Agent for the benefit of the Secured Parties has a first priority perfected Lien to exceed in the aggregate $1,000,000 for any Deposit Account other period of more than with a Deposit Account Bankfive consecutive Business Days; provided, however, that the Borrower Grantors shall use commercially reasonable efforts to prevent the amount of cash and each of its Subsidiaries may establish or maintain (x) payrollCash Equivalents held by the Grantors and not maintained in a Concentration Account, withholding tax and other fiduciary accounts, including accounts for which the funds on deposit therein pertain to Liens permitted under clause (c) of the definition of “Customary Permitted Liens” or Liens permitted by Section 8.2(k) (Liens) (provided that neither the Borrower nor any such Subsidiary may maintain funds in any such account in excess of amounts which are actually due (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), (y) until the date specified in clause (f) below or unless a Default or Event of Default has occurred and is continuing, an amount not to exceed $2,000,000 at any time in account number 001390027679 at BofA to cover net disbursements made on behalf of the Borrower and its Subsidiaries in the ordinary course of business and (z) Excluded Deposit Accounts, provided further that to the extent the aggregate balances in all Excluded Deposit Accounts at any time exceed $300,000 for a period of longer than five days the Borrower shall, or shall cause the relevant Subsidiary to, either (A) cause such amounts in excess of $300,000 to, within one Business Day, be transferred to an Approved Deposit Cash Collateral Account or (B) cause one or more Excluded Deposit Accounts to become an Approved Deposit a Securities Account so that, after giving effect to the actions in clauses (A) and/or (B) the aggregate balance on deposit in all Excluded Deposit Accounts shall not at any time exceed from exceeding such $300,000 for a period longer than five days. (b) The Borrower shall, and shall cause each of its Subsidiaries, to (i) subject to clause (a) above, 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) subject to clause (a) above, deposit in an Approved Deposit Account immediately upon receipt all Proceeds of such Accounts and General Intangibles received by the Borrower or any of its 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, exercised reasonably and in good faith, 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 (such notification to occur with the next billing cycle after the Administrative Agent has made such determination)1,000,000 limit. (d) In Notwithstanding 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 (such notification to occur with the next billing cycle after the Administrative Agent has made such determination). CREDIT AGREEMENT U.S. CONCRETE, INC. (e) 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 be under the sole dominion and control of the 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 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 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(f)(Mandatory Prepayments). (f) Within seventy-five days following the Closing Date, the Borrower shall (i) deliver to the Administrative Agent (x) Deposit Account Control Agreements with respect to each Deposit Account (other than an Excluded Deposit Account) duly executed by the appropriate Loan Party and the financial institution at which such Deposit Account is maintained and (y) Securities Account Control Agreements duly executed by the appropriate Loan Party and (1) all Securities Intermediaries with respect to all Securities Accounts and securities entitlements of the Borrower and each Guarantor and (2) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Guarantor and (ii) establish at BofA such controlled disbursement accounts and other accounts as may reasonably be requested by the Administrative Agent in connection with the exercise by the Administrative Agent of dominion and control over the Loan Parties’ cash management system. (g) The foregoing provisions of this Section 7.12 shall not apply to any Excluded Foreign Subsidiary or Excluded Subsidiary.4.5

Control Accounts; Approved Deposit Accounts. (a) The Borrower Such Grantor shall, and shall cause each of its Subsidiaries to, (i) subject to clause (f) below, deposit in an Approved Deposit Account all cash they receive, (ii) subject to CREDIT AGREEMENT U.S. CONCRETE, INC. clause (f) below, not establish or maintain any Securities Account that is not a Control Account 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 may establish or (i) maintain (x) payroll, withholding tax and other fiduciary accounts, including accounts for which and (ii) maintain other accounts as long as the funds on deposit therein pertain to Liens permitted under clause (c) of the definition of “Customary Permitted Liens” or Liens permitted by Section 8.2(k) (Liens) (provided that neither the Borrower nor any such Subsidiary may maintain funds average daily balance in any each such account in excess of amounts which are actually due (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), (y) until the date specified in clause (f) below or unless a Default or Event of Default has occurred and is continuing, an amount does not to exceed $2,000,000 at any time in account number 001390027679 at BofA to cover net disbursements made on behalf of the Borrower and its Subsidiaries in the ordinary course of business and (z) Excluded Deposit Accounts, provided further that to the extent the aggregate balances in average daily balance of all Excluded Deposit Accounts at any time such accounts does not exceed $300,000 for a period of longer than five days the Borrower shall, or shall cause the relevant Subsidiary to, either (A) cause such amounts in excess of $300,000 to, within one 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 Excluded Deposit Accounts shall not at any time exceed $300,000 for a period longer than five days10,000,000. (b) The Borrower shall, and shall cause each of its Subsidiaries, to (i) subject to clause (a) above, 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) subject to clause (a) above, deposit in an Approved Deposit Account immediately upon receipt all Proceeds of such Accounts and General Intangibles received by the Borrower or any of its 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 reasonably 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, exercised reasonably and in good faith, reasonable discretion that the financial condition of a Deposit Account Bank has materially deteriorated, to the extent that the Collateral Agent's interest in any Approved Deposit Account has been materially impaired, such Deposit Account shall cease to be an Approved Deposit Account and Borrower shall, and shall cause each Subsidiary of the Borrower to, notify to the extent required in clause (a) above, take all of their respective obligors necessary steps to ensure that were making payments to such terminated Approved Deposit Account to make all future payments are made to another Approved Deposit Account (such notification to occur with the next billing cycle after the Administrative Agent has made such determination)Account. (dc) 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 reasonable discretion that the financial condition of an a Approved Securities Intermediary has materially deteriorated, to the extent that the Collateral Agent's interest in any Control Account has been materially impaired, such Control Account shall cease to be a Control Account and Borrower shall, and shall cause each Subsidiary of the Borrower to, notify to the extent required in clause (a) above, take all of its obligors necessary steps to ensure that were making payments to such terminated Control Account to make all future payments are made to another Control Account (such notification to occur with the next billing cycle after the Administrative Agent has made such determination). CREDIT AGREEMENT U.S. CONCRETE, INCAccount. (ed) 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 be under the sole dominion and control of the 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 AMENDMENT TO ARTICLE V (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 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(f)(Mandatory PrepaymentsREMEDIAL PROVISIONS). (f) Within seventy-five days following the Closing Date, the Borrower shall (i) deliver to Clause (a) of Section 5.2 (Accounts and Payments in Respect of General Intangibles) of the Administrative Agent (x) Pledge and Security Agreement is hereby amended by inserting the phrase "an Approved Deposit Account Control Agreements with respect to each Deposit Account (other than an Excluded Deposit or" immediately before the phrase "a Cash Collateral Account) duly executed by " in the appropriate Loan Party and the financial institution at which such Deposit Account is maintained and (y) Securities Account Control Agreements duly executed by the appropriate Loan Party and (1) all Securities Intermediaries with respect to all Securities Accounts and securities entitlements of the Borrower and each Guarantor and (2) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Guarantor and (ii) establish at BofA such controlled disbursement accounts and other accounts as may reasonably be requested by the Administrative Agent in connection with the exercise by the Administrative Agent of dominion and control over the Loan Parties’ cash management systemsixth line thereof. (g) The provisions of this Section 7.12 shall not apply to any Excluded Foreign Subsidiary or Excluded Subsidiary.

Control Accounts; Approved Deposit Accounts. (a) The Borrower From and after the earlier of (i) the Incremental Facility Effective Date and (ii) the date which is 30 days following the Closing Date, such Loan Party shall, and shall cause each of its Subsidiaries to, (ix) subject deposit or cause to clause (f) below, deposit be deposited in the Cash Concentration Account or an Approved Deposit Account all cash they receivereceive within one Business Day of such receipt, (iiy) subject to CREDIT AGREEMENT U.S. CONCRETE, INC. clause (f) below, not establish or maintain any Securities Account that is not a Control Account 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 may establish or (A) maintain (x) payroll, withholding tax tax, escrow and other fiduciary accounts, including (B) maintain accounts for which with the funds on deposit therein pertain to Liens permitted under clause (c) of the definition of “Customary Permitted Liens” or Liens permitted by Section 8.2(k) (Liens) (provided that neither the Borrower nor any such Subsidiary may maintain funds in any such account in excess of amounts which are actually due (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)Administrative Agent, (yC) until the date specified in clause (f) below or unless a Default or Event of Default has occurred and is continuing, an amount not to exceed $2,000,000 maintain petty cash at any time in account number 001390027679 at BofA to cover net disbursements made on behalf of the Borrower and its Subsidiaries stores in the ordinary course of business and consistxxx xith past practice in all material respects in an aggregate amount not to exceed $350,000, (zD) Excluded Deposit Accounts, provided further that to the extent the aggregate maintain balances in all Excluded Deposit Accounts at any time exceed $300,000 for a period accounts in respect of longer than five days the Borrower shall, items that have not yet cleared or shall cause the relevant Subsidiary to, either to fund pending disbursements from such accounts and (AE) cause such amounts in excess of $300,000 to, within one 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) maintain other accounts with cash balances as long as the aggregate balance on deposit in all Excluded Deposit Accounts shall such accounts does not at any time exceed $300,000 for a period longer than five days500,000. (b) The Borrower From and after the earlier of (i) the Incremental Facility Effective Date and (ii) the date which is 30 days following the Closing Date, such Loan Party shall, and shall cause each of its Subsidiaries, to (ix) subject to clause (a) above, 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 (iiy) subject except to the extent such Proceeds are maintained in accordance with the proviso in clause (a) above, deposit in the Cash Concentration Account, an Approved Deposit Account 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 the Borrower such Loan Party or any of its respective Subsidiaries from any other Person. (c) In the event (i) the Borrowerany Loan Party, any Subsidiary of the Borrower 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, (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, exercised reasonably and in good faith, discretion that the financial condition of a Deposit Account Bank has materially deteriorated, the Borrower each Loan Party shall, and shall cause each Subsidiary of the Borrower 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 (such notification to occur with the next billing cycle after the Administrative Agent has made such determination)Account. (d) In the event (i) the Borrowerany Loan Party, any Subsidiary of the Borrower 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 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 each Loan Party shall, and shall cause each of its 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 (such notification to occur with the next billing cycle after the Administrative Agent has made such determination). CREDIT AGREEMENT U.S. CONCRETE, INCAccount. (e) 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 be under the sole dominion and control of the 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 bear 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(f)(Mandatory 2.9(d) (Mandatory Prepayments). (f) Within seventy-five days following the Closing Date, the Borrower shall (i) deliver to the Administrative Agent (x) Deposit Account Control Agreements with respect to each Deposit Account (other than an Excluded Deposit Account) duly executed by the appropriate Loan Party and the financial institution at which such Deposit Account is maintained and (y) Securities Account Control Agreements duly executed by the appropriate Loan Party and (1) all Securities Intermediaries with respect to all Securities Accounts and securities entitlements of the Borrower and each Guarantor and (2) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by the Borrower and each Guarantor and (ii) establish at BofA such controlled disbursement accounts and other accounts as may reasonably be requested by the Administrative Agent in connection with the exercise by the Administrative Agent of dominion and control over the Loan Parties’ cash management system. (g) The provisions of this Section 7.12 shall not apply to any Excluded Foreign Subsidiary or Excluded Subsidiary.