Common use of Controlled Accounts; Controlled Investments Clause in Contracts

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliates. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) the Controlled Account Bank will forward, by daily sweep, all amounts in the applicable Controlled Account to the Agent’s Account. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (2) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Borrower may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) an aggregate amount of not more than $25,000 at any one time, in the case of Grantors and their Subsidiaries (excluding any Outside Accounts), (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (iiiii) Deposit any Outside Accounts (up to an aggregate balance of $2,000,000 among all Outside Accounts (or Securities Accounts of Subsidiaries of Grantors that are CFCssome greater balance as permitted by Agent in its sole discretion)), no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at Xxxxx Fargo or one or more of the other banks set forth on Schedule 10 3 (each a “"Controlled Account Bank”"), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to a Collection Account at such Controlled Account BankBank that is not an Excluded Account (each, a "Controlled Account") (by wire transfer to the applicable Controlled Account Bank or to a lockbox maintained by the applicable Controlled Account Bank for deposit into such Collection Account), and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) and proceeds of Collateral into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliates. (ii) Each Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such each applicable Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an "Activation Instruction"), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the each applicable Controlled Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Event has occurred at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the "Rescission") after any Cash Dominion Period has ended. (iii) So long as no Default or Event of Default has occurred and is continuingcontinuing or would result therefrom, Grantors Borrowers may amend Schedule 10 3 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 103; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s 's liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s 's reasonable judgment. (iv) Other Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments with respect to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCsExcluded Accounts, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts Accounts, unless such Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and or further establish) Agent’s 's Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent Co-Collateral Agents at one or more of the banks set forth on Schedule 10 11 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to AgentCo-Collateral Agents. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Borrowers may amend Schedule 10 11 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 1011; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to AgentCo-Collateral Agents, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent Co-Collateral Agents a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s Co-Collateral Agents’ reasonable judgment. (iv) Other than (i) an aggregate amount of not more than $100,000 at any one time, in the case of Grantors and their Subsidiaries (other than those Subsidiaries that are CFCs), (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (iiiii) Deposit Accounts or Securities Accounts an aggregate amount of not more than $100,000 (calculated at current exchange rates) at any one time, in the case of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all Banks; provided that, for a period of its primary operating not more than 90 days after Closing, such Grantor may receive Collections into deposit accounts and treasury management services with Agent or one of Agent’s Affiliatesat Comerica Bank so long as such amounts are promptly transferred to Controlled Accounts. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (2) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission]. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Borrower may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) amounts on deposit as of the Closing Date in account number 1892724855 at Comerica Bank to be used solely for the purpose of cash collateralizing that certain Letter of Credit, dated May 8, 2012, issued by Comerica Bank in favor of Connecture, Inc. and for the benefit of CORE Realty Holdings Management, Inc. only for so long as such letter of credit remains outstanding, (ii) amounts on deposit as of the third Business Day following the Closing Date, in account to be established at Comerica Bank to be used solely for the purpose of cash collateralizing that certain Letter of Credit, dated November 16, 2011, issued by Comerica Bank in favor of DestinationRX, Inc. and for the benefit of 600 Wilshire Property LLC only for so long as such letter of credit remains outstanding, (iii) an aggregate amount of not more than $100,000 at any one time, in the case of Grantors and their Subsidiaries (other than those Subsidiaries that are CFCs), amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, employees and (iiv) Deposit Accounts or Securities Accounts for a period of Subsidiaries of Grantors that not more than 90 days after Closing, amounts deposited in deposit accounts at Comerica Bank so long as such amounts are CFCspromptly transferred to Controlled Accounts, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 11 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, (B) . Each Grantor shall deposit or cause to be deposited promptly, and but in any event no later than the first within three (3) Business Day Days after the date of receipt thereofthereof by such Grantor, all of their its collections (including those sent directly by their its Account Debtors to a such Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliateseach bank account at a Controlled Account Bank, a “Controlled Account”). (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (2) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors may amend Schedule 10 11 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 1011; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) amounts deposited into Deposit Accounts specially an aggregate amount of not more than $50,000 at any one time, in the case of Grantors and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its their Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCsamounts deposited into Excluded Accounts, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless such Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at Xxxxx Fargo or one or more of the other banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to a Collection Account at such Controlled Account BankBank that is not an Excluded Account (each, a “Controlled Account”) (by wire transfer to the applicable Controlled Account Bank or to a lockbox maintained by the applicable Controlled Account Bank for deposit into such Collection Account), and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day promptly after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) and proceeds of Collateral into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliates.; (ii) Each Except to the extent set forth in Section 3.6 of the Credit Agreement, each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such each applicable Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the each applicable Controlled Account to the Agent’s Account.. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Event exists or has occurred at the time such Activation Instruction is issued. Agent shall promptly initiate the rescission of an Activation Instruction (the “Rescission”) after any Cash Dominion Period has ended; (iii) So long as no Default or Event of Default has occurred and is continuingcontinuing or would result therefrom, Grantors Borrowers may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment.; and (iv) Other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments with respect to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCsExcluded Accounts, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicableGrantor, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted InvestmentsAgreements.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 to the Disclosure Letter (each a “"Controlled Account Bank”"), and shall take reasonable steps to ensure that all of its Account Debtors and its Subsidiaries' account debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections payments in respect of Accounts and all Proceeds (including those sent directly by their Account Debtors account debtors to a Grantor) into a bank account of such Grantor (each, a “"Controlled Account”") at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Within one hundred twenty (120) days following the Closing Date, with respect to Deposit Accounts and/or Securities Accounts maintained at Xxxxx Fargo, and within thirty (30) days following the Closing Date, with respect to Deposit Accounts and/or Securities Accounts maintained at each Controlled Account Bank other than Xxxxx Fargo, each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks cheques or other items of payment, and (C) upon the instruction of Agent (an "Activation Instruction"), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the "Rescission") if: (1) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (2) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors each Borrower may amend Schedule 10 to the Disclosure Letter to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 1010 to the Disclosure Letter; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s 's liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s 's reasonable judgment. (iv) Other than (i) an aggregate amount of not more than $250,000 at any one time, in the case of Grantors, (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s 's or its Subsidiaries’ ' employees, (iii) cash collateral in an amount not to exceed $105,000 on deposit in account no. ending in -0333 maintained at Comerica Bank, to the extent securing reimbursement obligations of Parent owing to Comerica Bank relating to that certain standby letter of credit no. 5647-30, as amended (the "Existing L/C"), in the face amount of $100,000, issued by Comerica Bank for the account of Parent on February 3, 2012 (the "L/C Cash Collateral"), (iv) solely until the date that is one hundred twenty (120) days following the Closing Date, cash collateral in an amount not to exceed $100,000 on deposit in account no. ending in -0333 maintained at Comerica Bank to the extent securing Indebtedness owing to Comerica Bank that is permitted under the Credit Agreement pursuant to clause (v) of the definition of Permitted Indebtedness (the "Card Services Cash Collateral"), and (iiv) Deposit Accounts or Securities Accounts an aggregate amount of not more than $500,000 (calculated at current exchange rates) at any one time, in the case of Subsidiaries of Grantors that are CFCsnot Grantors, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s 's Liens in such Permitted InvestmentsInvestments within the time period specified in Schedule 3.6 to the Credit Agreement.

Controlled Accounts; Controlled Investments. (i) Each Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at Xxxxx Fargo or one or more of the other banks set forth on Schedule 10 3 to the Security Agreement Disclosure Letter (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to a Collection Account at such Controlled Account BankBank that is not an Excluded Account (each, a “Controlled Account”) (by wire transfer to the applicable Controlled Account Bank or to a lockbox maintained by the applicable Controlled Account Bank for deposit into such Collection Account), and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) and proceeds of Collateral into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliates.; (ii) Each Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent, other than in respect of Excluded Accounts. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such each applicable Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the each applicable Controlled Account to the Agent’s Account.. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Period is in effect at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) after any Cash Dominion Period has ended; and (iii) So long as no Default or Event of Default has occurred and is continuingcontinuing or would result therefrom, Grantors Borrowers may amend Schedule 10 3 to the Security Agreement Disclosure Letter to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 103 to the Security Agreement Disclosure Letter; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) 60 days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor other than an Excluded Account (each, a “Controlled Account”) at one of the Controlled Account Banks; provided, that, commencing upon the date that is 180 days following the date of this Agreement, the Controlled Account Banks and (C) maintain all of shall not include any bank other than Xxxxx Fargo or its primary operating accounts and treasury management services with affiliates unless Agent or one of Agent’s Affiliatesconsents thereto in writing. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Period exists at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) upon the written request of Administrative Borrower if a Cash Dominion Period ceases to exist. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Administrative Borrower may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement; provided, that, commencing upon the date that is 180 days following the date of this Agreement, the Controlled Account Banks shall not include any bank other than Xxxxx Fargo or its affiliates unless Agent consents thereto in writing. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCsin Excluded Accounts, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 or such other bank as may be reasonably satisfactory to Agent (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first (1st) Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor other than an Excluded Account (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) unless otherwise agreed to by Agent, the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to rescind an Activation Instruction (the “Rescission”) upon the written request of Administrative Borrower if a Cash Dominion Period ceases to exist, provided, that, Agent shall have no responsibility or liability to any Grantor or the other Loan Parties on account of any delay or failure by the Controlled Account Bank in complying with the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Administrative Borrower may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably 23 satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCsin Excluded Accounts, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A1) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 5 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B1) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor other than an Excluded Account (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A1) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B1) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C1) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Period exists at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction promptly upon the request of a Grantor if a Cash Dominion Period ceases to exist. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Administrative Borrower may amend Schedule 10 5 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 105; provided, however, that (A1) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B1) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCsin Excluded Accounts, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Collateral Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account BankBanks, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliates.Banks; (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Collateral Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Collateral Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Collateral Agent directing the disposition of the funds in such each applicable Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Collateral Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the each applicable Controlled Account to the Collateral Agent’s Account.. Collateral Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. Collateral Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if (i) the Event of Default upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement and (ii) no additional Event of Default has occurred and is continuing prior to the date of the Rescission; (iii) So long as no Default or Event of Default has occurred and is continuingcontinuing or would result therefrom, Grantors Borrower may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Collateral Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Collateral Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Collateral Agent a Controlled Account Agreement within the time frame required by Section 6.17 of the Credit Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five 45 days (45or such longer period as agreed to in writing by Borrower, Collateral Agent and the Required Lenders) days after notice from Collateral Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Collateral Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Collateral Agent’s reasonable judgment.; and (iv) Other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCsExcluded Accounts, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts (other than overnight investments customary for such bank or securities intermediary), unless such Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Collateral Agent governing such Permitted Investments in order to perfect (and further establish) Collateral Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Subject to any applicable time periods provided under Section 3.6 of the Credit Agreement, each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one (x) Wxxxx Fargo or more of (y) a financial institution reasonably satisfactory to the banks set forth on Schedule 10 Agent (Wxxxx Fargo and each such financial institution, a “Controlled Account Bank”), and shall take reasonable steps to ensure that (B)(1) notify all of its Account Debtors forward payment of the amounts owed to make all payments to a Controlled Account, and (2) cause all Collections that may be sent by them an Account Debtor directly to such Controlled Account Bank, (B) deposit or cause Grantor to be deposited promptly, promptly (and in any event no later than the first within ten Business Day after the date of receipt thereofDays (or, all of their collections (including those sent directly by their Account Debtors to during a GrantorCash Dominion Period, five days) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain cause all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliatesinto which Account Debtors make payments to be Collection Accounts. (ii) Each Subject to any applicable time periods provided under Section 3.6 of the Credit Agreement with respect to Controlled Accounts existing as of the Closing Date, and promptly (and in any event within (x) ten Business Days (or such longer period as agreed to by Agent in writing in its sole discretion) following the establishment of any Controlled Account with any existing Controlled Account Bank after the Closing Date and (y) thirty days (or such longer period as agreed to by Agent in writing in its sole discretion) following the establishment of any Controlled Account with any new Controlled Account Bank after the Closing Date, each Grantor shall establish and maintain Controlled Account Control Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement , which Control Agreements shall substantively provide, among other thingsthings (unless Agent agrees otherwise as evidenced by its execution of such Control Agreement), that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such each applicable Controlled Account without further consent by the applicable Grantor; provided that, until the delivery of Activation Instructions (as defined below), Controlled Account Bank will comply with the instructions of the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (CC)(1) in the case of Controlled Accounts constituting Collection Accounts, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, all amounts in the each applicable Controlled Account to the Agent’s Account. Account and (iii2) in the case of Controlled Accounts constituting Operating Accounts, upon the delivery by Agent of an Activation Instruction, the Controlled Account Bank will forward by daily sweep all amounts in each applicable Controlled Account to the Agent’s Account (it being understood and agreed that Agent shall not issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Period has occurred and is continuing at the time such Activation Instruction is issued). So long as no Default or Event of Default has occurred and is continuingcontinuing or would result therefrom, Grantors may amend Schedule 10 9 to add or replace a Controlled Deposit Account Bank or Controlled Account set forth on Schedule 9 and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided9 concurrently with the delivery of a Control Agreement as required by this clause (ii) (or if such Deposit Account is not a Controlled Account, however, that within (Ax) such prospective ten Business Days following the establishment of any Deposit Account with any existing Controlled Account Bank shall be reasonably satisfactory to Agent, and (By) prior thirty days following the establishment of any Deposit Account with any other financial institution after the Closing Date). Grantor will endeavor to the time of give Agent prompt notice upon the opening of such Controlled Accountany Deposit Account opened after the Closing Date. (iii) Subject to any applicable time periods provided under Section 3.6 of the Credit Agreement, each Grantor shall establish and maintain Control Agreements with Agent and the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts issuer, securities intermediary, or commodities intermediary, in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performanceterms of Section 7(k)(ii), funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts financial assets or commodities credited to Deposit Accounts or Securities Accounts unless (other than with respect to Excluded Accounts). So long as no Event of Default has occurred and is continuing or would result therefrom, Grantors may add or replace a Securities Account set forth on Schedule 9 and shall, within 45 days (or such longer period as Agent may agree in its sole discretion) of opening of such new or replacement Securities Account, provide to Agent an amended Schedule 9 and enter into with the applicable issuer, securities intermediary, or commodities intermediary, and deliver to Agent a Control Agreement executed by such Grantor or its Subsidiary, as applicable, and the applicable bank issuer, securities intermediary, or securities commodities intermediary have entered into Control Agreements in accordance with clause (ii) above. Grantor will endeavor to give Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investmentsprompt notice upon the opening of any Securities Accounts opened after the Closing Date.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Unless Agent has otherwise agreed in writing, each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to direct the Controlled Account Bank to rescind an Activation Instruction (the “Rescission”) if: (a) (1) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement or (2) the Availability Conditions have been met and (b) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) an aggregate amount of not more than $100,000 at any one time, in the case of Grantors and their Subsidiaries and (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCsunless Agent has otherwise agreed in writing, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments; provided, that no Control Agreements shall be required until the date that is ninety (90) days following the Closing Date.

Controlled Accounts; Controlled Investments. (i) Other than (i) an individual amount of not more than $10,000 and an aggregate amount of not more than $200,000 at any one time, in the case of Grantors, and (ii) amounts deposited into deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s employees, no Grantor will make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to deposit accounts or Securities Accounts unless, following the Controlled Account Control Date, Grantor and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments. (ii) [Reserved.] (iii) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to a bank account of such Controlled Account BankGrantor that is subject to a Control Agreement, and (B) deposit or cause to be deposited promptly, and in any event no later than the first second Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, that is subject to a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesControl Agreement. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) the Controlled Account Bank will forward, by daily sweep, all amounts in the applicable Controlled Account to the Agent’s Account. (iiiiv) So long as no Default or Event of Default has occurred and is continuing, Grantors the Borrowers may amend Schedule 10 to the GSA Disclosure Letter to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 1010 to the GSA Disclosure Letter; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement a Controlled Account accounts therefor in accordance with the foregoing sentence) as promptly as practicable practicable, and in any event within forty-five (45) days days, after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, or, in the case of any Triggering Event based on Excess Availability falling below the Trigger Level, if Excess Availability thereafter exceeds the Trigger Level for at least 60 consecutive days, and (2) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors but subject to the terms of Section 5.15 of the Credit Agreement, Borrowers may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) an aggregate amount of not more than $100,000 at any one time, (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (iiiii) amounts deposited into a Deposit Account with a bank outside of the United States for the purpose of collecting Accounts or Securities Accounts owing from foreign Account Debtors not to exceed $250,000 pursuant to Section 5.15(c) of Subsidiaries of Grantors that are CFCsthe Credit Agreement, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless the applicable Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account BankBank with respect to Controlled Accounts that constitute Collateral, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Indenture, and (2) no additional Triggering Event has occurred and is continuing on the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default under the Indenture has occurred and is continuing, Grantors Issuer may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be the Agent, an Affiliate of the Agent, the ABL Collateral Agent or an Affiliate thereof, a Pari Passu Collateral Agent or an Affiliate thereof or otherwise reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled AccountAccount (except with respect to any Controlled Account existing as of the Issue Date), the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than From and after the date that is ninety (i90) amounts deposited into days after the Issue Date, no Grantor will open or maintain any Deposit Accounts specially and exclusively used for payrollor Securities Accounts, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) than Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCsExcluded Assets, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted InvestmentsDeposit Account or Securities Account and, notwithstanding anything in the Indenture Documents to the contrary, there shall be no Default or Event of Default under the Indenture until after the expiration of such ninety (90) day period for failure to have any such Control Agreements in place.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (2) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors but subject to the terms of Section 5.15 of the Credit Agreement, Borrowers may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, performance or funds transfer, or availability transfer procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) an aggregate amount of not more than $100,000 at any one time, and (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless the applicable Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Collateral Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections in respect of Collateral (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Collateral Agent (or its bailee acting on its behalf) and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Collateral Agent. Each Unless otherwise agreed to by Collateral Agent (or its bailee acting on its behalf), each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Collateral Agent (or its bailee acting on its behalf) directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Collateral Agent (or its bailee acting on its behalf) (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Collateral Agent’s Accountaccount. Each Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. If a Triggering Event has occurred and is continuing, any Agent may in its reasonable discretion issue an Activation Instruction, provided that if the Triggering Event exists as a result of Excess Availability (under and as defined in the Revolving Credit Agreement) being less than the greater of (i) $15,625,000 and (ii) 12.5% of the Maximum Revolver Amount (under and as defined in the Revolving Credit Agreement), an Agent (or its bailee acting on its behalf) shall issue such Activation Instruction. Each Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if, after the occurrence of such Triggering Event, (x) ninety (90) consecutive days have passed during which Excess Availability has exceeded the greater of (i) $15,625,000 and (ii) 12.5% of the Maximum Revolver Amount and (y) no Event of Default has occurred and is continuing. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Borrower may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Collateral Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Collateral Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Collateral Agent (or its bailee acting on its behalf) a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Collateral Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Collateral Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Collateral Agent’s reasonable judgment. (iv) Other than (i) an aggregate amount of not more than $250,000 at any one time, in the case of Grantors and their Subsidiaries, and (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Collateral Agent (or its bailee acting on its behalf) governing such Permitted Investments in order to perfect (and further establish) Collateral Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Parent and each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 11 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, (B) . Parent shall deposit or cause to be deposited promptly, and but in any event no later than the first within seven (7) Business Day Days after the date of receipt thereofthereof by Parent, all of their its collections (including those sent directly by their its Account Debtors to a GrantorParent) into a bank account of such Grantor (each, a “Controlled Account”) Parent at one of the Controlled Account Banks and (Ceach bank account at a Controlled Account Bank, a “Controlled Account”). Each Grantor shall deposit or cause to be deposited promptly, but in any event within three (3) maintain Business Days after receipt thereof by such Grantor, all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliatescollections (including those sent directly by its Account Debtors to such Grantor) into a Controlled Account. (ii) Each Parent and each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by Parent or the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (2) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Parent and Grantors may amend Schedule 10 11 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 1011; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, Parent or the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Parent and each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) amounts deposited into Deposit Accounts specially an aggregate amount of not more than $50,000 at any one time, in the case of Grantors and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its their Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCsamounts deposited into Excluded Accounts, no Grantor will, and no neither Parent nor any Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor Parent or its Subsidiarysuch Grantor, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Collateral Agent and the Required Lenders at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account BankBanks, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliates.Banks; (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Collateral Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agentthe Required Lenders. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Collateral Agent directing the disposition of the funds in such each applicable Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Collateral Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the each applicable Controlled Account to the Collateral Agent’s Account.. Collateral Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. Collateral Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if (i) the Event of Default upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement and (ii) no additional Event of Default has occurred and is continuing prior to the date of the Rescission; (iii) So long as no Default or Event of Default has occurred and is continuingcontinuing or would result therefrom, Grantors Borrower may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Collateral Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agentthe Required Lenders, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Collateral Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five 45 days (45or such longer period as agreed to in writing by Borrower and the Required Lenders) days after notice from Collateral Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Collateral Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in AgentCollateral Agent and Required Lender’s reasonable judgment.; and (iv) Other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCsExcluded Accounts, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts (other than overnight investments customary for such bank or securities intermediary), unless such Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Collateral Agent governing such Permitted Investments in order to perfect (and further establish) Collateral Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent Secured Party at one or more of the banks set forth on Schedule 10 (each a “"Controlled Account Bank”"), and shall take reasonable steps to ensure that all of its and its Subsidiaries' Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “"Controlled Account”") at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent Secured Party and the applicable Controlled Account Bank, in form and substance reasonably acceptable to AgentSecured Party. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent Secured Party directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Secured Party (an "Activation Instruction"), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Secured Party's Account. Secured Party agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Secured Party agrees to use commercially reasonable efforts to rescind an Activation Instruction (the "Rescission") if: (1) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (2) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Borrowers may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent Secured Party an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to AgentSecured Party, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent Secured Party a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent Secured Party that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s Secured Party's liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s Secured Party's reasonable judgment. (iv) Other than (i) an aggregate amount of not more than $250,000 at any one time, in the case of Grantors and their Subsidiaries (other than those Subsidiaries that are CFCs), (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s 's or its Subsidiaries’ ' employees, and (iiiii) Deposit Accounts or Securities Accounts an aggregate amount of not more than $250,000 (calculated at current exchange rates) at any one time, in the case of Subsidiaries of Grantors that are CFCs), no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent Secured Party governing such Permitted Investments in order to perfect (and further establish) Agent’s Secured Party's Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Within the applicable time periods provided under Section 3.6 of the Credit Agreement, each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at Xxxxx Fargo or one or more of the other banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to a Collection Account at such Controlled Account BankBank that is not an Excluded Account (each, a “Controlled Account”) (by wire transfer to the applicable Controlled Account Bank or to a lockbox maintained by the applicable Controlled Account Bank for deposit into such Collection Account), and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) and proceeds of Collateral into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliates.; (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent, Term Control Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent, (a) with respect to Controlled Accounts owned on the Closing Date, within ninety (90) days of the Closing Date (or such longer period as agreed to by the Agent in writing in its sole discretion) and (b) with respect to Controlled Accounts acquired or opened after the Closing Date, within sixty (60) days of such acquisition or opening (or such longer period as agreed to by the Agent in writing in its sole discretion). Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such each applicable Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the each applicable Controlled Account to the Agent’s Account.. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if no Cash Dominion Event has occurred and is continuing; (iii) So long as no Default or Event of Default has occurred and is continuingcontinuing or would result therefrom, Grantors Borrowers may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Commencing 60 days after the Closing Date (or such longer period as agreed to by the Agent in writing in its sole discretion), each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) 45 days after notice from Agent (or such ​ longer period as agreed to by the Agent in writing in its sole discretion) that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment.; and (iv) Other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor will, and no No Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts (other than Excluded Accounts) or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and or further establish) Agent’s Liens in such Permitted InvestmentsInvestments (subject to the time period limitations set forth herein).

Controlled Accounts; Controlled Investments. (i) Each Without limiting the provisions of Section 3.6 of the Credit Agreement, each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its applicable Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, each a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Except as provided in Section 7(k)(iv), each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Dominion Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if, after the occurrence of such Dominion Triggering Event, thirty (30) consecutive days have passed during which Excess Availability has exceeded $12,000,000 and no Event of Default has occurred and is continuing (and thirty (30) days have passed since any Event of Default that gave rise to a Dominion Triggering Event has been cured or waived in accordance with the Credit Agreement). (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Borrowers may amend Schedule 9 and Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 9 and Schedule 10; provided, however, except as provided in Section 7(k)(iv), that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) an aggregate amount of not more than $500,000 for any overnight balances, in the case of Grantors and their Domestic Subsidiaries, or (ii) amounts deposited into Deposit Accounts specially and exclusively used for (x) payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Domestic Subsidiaries’ employees, and or (iiy) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that disbursements other than the master disbursement account identified on Schedule 9 (to the extent such other disbursement accounts are CFCslinked to a master disbursement account (subject to a Control Agreement) as zero balance accounts), no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Domestic Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted InvestmentsInvestments (or, with respect to newly opened Deposit Accounts or Securities Accounts opened for the sole purpose of effectuating a repurchase of Equity Interests of US Borrower permitted under the Credit Agreement and containing less than $2,000,000, within ten (10) Business Days after opening such account).

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at Wxxxx Fargo or one or more of the other banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to a Collection Account at such Controlled Account BankBank that is not an Excluded Account (each, a “Controlled Account”) (by wire transfer to the applicable Controlled Account Bank or to a lockbox maintained by the applicable Controlled Account Bank for deposit into such Collection Account), and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) and proceeds of Collateral into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliates.; (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such each applicable Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the each applicable Controlled Account to the Agent’s Account.. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Event has occurred at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) after any Cash Dominion Period has ended; (iii) So long as no Default or Event of Default has occurred and is continuingcontinuing or would result therefrom, Grantors Borrowers may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) 45 days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment.; and (iv) Other than (iA) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments with respect to or for any Grantor’s or its Subsidiaries’ employeesExcluded Accounts, and (iiB) Deposit Accounts or Securities Accounts an aggregate amount of Subsidiaries of Grantors that are CFCsnot more than $50,000 (calculated at current exchange rates), no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and or further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent (acting upon the instruction of the Directing Party) at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections in respect of Collateral (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent (or its bailee acting on its behalf in accordance with Section 5.4 of the Intercreditor Agreement) and the applicable Controlled Account Bank, in form and substance reasonably acceptable to AgentAgent (acting upon the instruction of the Directing Party). Each Unless otherwise agreed to by Agent (or its bailee acting on its behalf in accordance with Section 5.4 of the Intercreditor Agreement), each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent (or its bailee acting on its behalf in accordance with Section 5.4 of the Intercreditor Agreement) directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (or its bailee acting on its behalf in accordance with Section 5.4 of the Intercreditor Agreement) (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Accountaccount of Agent (or its bailee acting on its behalf in accordance with Section 5.4 of the Intercreditor Agreement). Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. If a Triggering Event has occurred and is continuing, Agent may in its reasonable discretion (acting upon the instruction of the Directing Party) issue an Activation Instruction, provided that if the Triggering Event exists as a result of Excess Availability (under and as defined in the Revolving Credit Agreement) being less than the greater of (i) $15,625,000 and (ii) 12.5% of the Maximum Revolver Amount (under and as defined in the Revolving Credit Agreement), Agent (or its bailee acting on its behalf in accordance with Section 5.4 of the Intercreditor Agreement) shall issue such Activation Instruction. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if, after the occurrence of such Triggering Event, (x) ninety (90) consecutive days have passed during which Excess Availability has exceeded the greater of (i) $15,625,000 and (ii) 12.5% of the Maximum Revolver Amount and (y) no Event of Default has occurred and is continuing. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Issuer may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to AgentAgent (acting upon the instruction of the Directing Party), and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent (or its bailee acting on its behalf in accordance with Section 5.4 of the Intercreditor Agreement) a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgmentjudgment (acting upon the instruction of the Directing Party). (iv) Other than (i) an aggregate amount of not more than $250,000 at any one time, in the case of Grantors and their Subsidiaries, and (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent (or its bailee acting on its behalf in accordance with Section 5.4 of the Intercreditor Agreement) governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 to the GSA Disclosure Letter (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first second Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Period has commenced and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) upon conclusion of the applicable Cash Dominion Period so long as no other event has occurred and is continuing which gives rise to a Cash Dominion Period. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors the Borrowers may amend Schedule 10 to the GSA Disclosure Letter to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 1010 to the GSA Disclosure Letter; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement a Controlled Account accounts therefor in accordance with the foregoing sentence) as promptly as practicable practicable, and in any event within forty-five (45) days days, after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) an individual amount of not more than $10,000 and an aggregate amount of not more than $200,000 at any one time, in the case of Grantors and (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless unless, following the Controlled Account Control Date, Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Without limiting the provisions of Section 3.6 of the Credit Agreement, each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its applicable Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, each a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Except as provided in Section 7(k)(iv), each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Dominion Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if, after the occurrence of such Dominion Triggering Event, thirty (30) consecutive days have passed during which Excess Availability has exceeded $15,000,000 and no Event of Default has occurred and is continuing (and thirty (30) days have passed since any Event of Default that gave rise to a Dominion Triggering Event has been cured or waived in accordance with the Credit Agreement). (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Borrowers may amend Schedule 9 and Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 9 and Schedule 10; provided, however, except as provided in Section 7(k)(iv), that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) an aggregate amount of not more than $500,000 for any overnight balances, in the case of Grantors and their Domestic Subsidiaries, or (ii) amounts deposited into Deposit Accounts specially and exclusively used for (x) payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Domestic Subsidiaries’ employees, and or (iiy) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that disbursements other than the master disbursement account identified on Schedule 9 (to the extent such other disbursement accounts are CFCslinked to a master disbursement account (subject to a Control Agreement) as zero balance accounts), no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Domestic Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted InvestmentsInvestments (or, with respect to newly opened Deposit Accounts or Securities Accounts opened for the sole purpose of effectuating a repurchase of Senior Unsecured Notes or Equity Interests of US Borrower permitted under the Credit Agreement and containing less than $2,000,000, within ten (10) Business Days after opening such account).

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 or such other bank as may be reasonably satisfactory to Agent (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first (1st) Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors account debtors to a Grantor) into a bank account of such Grantor other than an Excluded Account (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) unless otherwise agreed to by Agent, the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to rescind an Activation Instruction (the “Rescission”) upon the written request of Administrative Borrower if a Cash Dominion Period ceases to exist, provided, that, Agent shall have no responsibility or liability to any Grantor or the other Loan Parties on account of any delay or failure by the Controlled Account Bank in complying with the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Administrative Borrower may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCsin Excluded Accounts, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts deposit accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account BankBank with respect to Controlled Accounts that constitute Collateral, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to send a notice of rescission to the Controlled Account Bank and otherwise use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Term Loan Agreement, and (2) no additional Triggering Event has occurred and is continuing on the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Borrower may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be the Agent, the ABL Collateral Agent or an Affiliate thereof, a Pari Passu Collateral Agent or an Affiliate thereof, a Lender, an Affiliate thereof or otherwise reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled AccountAccount (except with respect to any Controlled Account existing as of the Closing Date), the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than From and after the date that is ninety (i90) amounts deposited into Deposit Accounts specially and exclusively used for payrolldays after the Closing Date, payroll taxes and other employee wage and benefit payments to no Grantor will open or for maintain any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to other than Deposit Accounts or Securities Accounts that are Excluded Assets unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted InvestmentsDeposit Account or Securities Account and, notwithstanding anything in the Loan Documents to the contrary, there shall be no Default or Event of Default until after the expiration of such ninety (90) day period for failure to have any such Control Agreements in place.

Controlled Accounts; Controlled Investments. (i) Each Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at Xxxxx Fargo or one or more of the other banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to a Collection Account at such Controlled Account BankBank that is not an Excluded Account (each, a “Controlled Account”) (by wire transfer to the applicable Controlled Account Bank or to a lockbox maintained by the applicable Controlled Account Bank for deposit into such Collection Account), and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) and proceeds of Collateral into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliates.; (ii) Each Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such each applicable Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the each applicable Controlled Account to the Agent’s Account.. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Event has occurred at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) after any Cash Dominion Period has ended; (iii) So long as no Default or Event of Default has occurred and is continuingcontinuing or would result therefrom, Grantors Borrowers may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) 45 days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment.; and (iv) Other than (iA) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments with respect to or for any Grantor’s or its Subsidiaries’ employeesExcluded Accounts, and (iiB) Deposit Accounts or Securities Accounts an aggregate amount of not more than $50,000 (calculated at current exchange rates) at any one time, in the case of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements or, with Agent respect to CFCs, other arrangement or agreements under applicable foreign law, governing such Permitted Investments in order to perfect (and or further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections of Accounts and any other items paid or payable to such Grantor (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Control Agreements with Collateral Agent, ABL Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Collateral Agent. Each such Controlled Account Control Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Collateral Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Collateral Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Collateral Agent’s Account. Collateral Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. For the avoidance of doubt, the Collateral Agent’s rights to instruct any Controlled Account Bank and to issue Activation Instructions is in all respects subject to the provisions of the Intercreditor Agreement, and the priorities and other terms and conditions set forth in the applicable Control Agreements. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors CBII may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Collateral Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor Grantor, the ABL Agent and such prospective Controlled Account Bank shall have executed and delivered to Collateral Agent a Controlled Account Control Agreement. Each To the extent that the ABL Credit Agreement shall remain in effect, each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from ABL Agent (in its capacity as ABL Agent under the ABL Documents) that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or ABL Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in ABL Agent’s reasonable business judgment. (iv) Other than (i) an aggregate amount of not more than $250,000 in the aggregate at any one time, in the case of Grantors and their Domestic Subsidiaries, and (ii) amounts deposited into Deposit Accounts specially and exclusively used for zero balance controlled disbursement or for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Domestic Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Collateral Agent governing such Permitted Investments in order to perfect (and further establish) Collateral Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor Guarantor shall (A) establish and maintain cash management services in accordance with the requirements of a type and on terms reasonably satisfactory to Agent at one or more Section 5.16 of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall Credit Agreement take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bankthe Designated Account, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a GrantorGuarantor) into a bank account of such Grantor (each, a “Controlled the Designated Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliates. (ii) Each Grantor Guarantor agrees that during any Required Blockage/Collections Period, if Agent elects (i) Collateral Agent shall establish have the right, on behalf of Agent and maintain Controlled Lenders, to exercise full control over the Designated Account Agreements with pursuant to the terms of the Blocked Account Agreement, and (ii) all payments and other Collections made to the Designated Account or other funds received and collected by the Agent or any Lender, whether in respect of Guarantor’s Accounts, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to the Agent and the applicable Controlled Account BankLenders in respect of the Bank Obligations and therefore shall constitute the property of the Agent and the Lenders to the extent of the then outstanding Bank Obligations. At all other times, in form Borrower and substance reasonably acceptable to Agent. Each such Controlled Account Agreement the Guarantors shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of have full control over the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) the Controlled Account Bank will forward, by daily sweep, all amounts in the applicable Controlled Account to the Agent’s Designated Account. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) an aggregate amount of not more than $500,000 at any one time, in the case of any Guarantors and (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any GrantorGuarantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor Guarantor will, and no Grantor Guarantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor Guarantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Collateral Agent governing such Permitted Investments in order to perfect (and further establish) Collateral Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at Xxxxx Fargo or one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and its Affiliates. Each Grantor shall take reasonable steps to (A) ensure that all of its Account Debtors forward payment of the amounts owed by them such Account Debtors directly to such Controlled a Collection Account Bankof a Grantor, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their such Grantor’s collections and proceeds of Collateral (including those sent directly by their Account Debtors to a such Grantor) into a Collection Account of a Grantor. Each Deposit Account (excluding any Excluded Account but including each Collection Account) of a Grantor and each Securities Account of a Grantor shall be subject to a Control Agreement among such Grantor, the applicable bank account or securities intermediary, and Agent, and no Grantor will permit any Investment consisting of cash, Cash Equivalents or amounts credited to a Deposit Account (excluding any Excluded Account) or a Securities Account to be maintained in a Deposit Account or Securities Account unless such Grantor (eachDeposit Account or Securities Account, as applicable, is subject to a “Controlled Account”) at one of Control Agreement among such Grantor, the Controlled Account Banks applicable bank or securities intermediary, and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliates. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Control Agreement shall provide, among other things, that (A) the Controlled Account Bank applicable bank or securities intermediary will comply with any instructions originated by Agent directing the disposition of the funds in applicable Deposit Account or Securities Account subject to such Controlled Account Control Agreement, without further consent by the applicable Grantor, (B) the Controlled Account Bank applicable bank or securities intermediary waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Deposit Account or Securities Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account account and for returned checks or other items of payment, and (C) with respect to each Collection Account, the Controlled Account Bank applicable bank will forward, by daily sweep, all amounts in the applicable Controlled such Collection Account to the Agent’s Account. , and (iiiD) So long as with respect to each Deposit Account (other than an Excluded Account or Collection Account) or Securities Account, the applicable bank or securities intermediary will forward, by daily sweep, all amounts in such account to the Agent’s Account upon written notice by Agent to the applicable bank or securities intermediary of an Event of Default (an “Activation Instruction”). Agent agrees not to issue an Activation Instruction with respect to any Deposit Account (other than an Excluded Account or Collection Account) or Securities Account unless a Triggering Event has occurred and is continuing at the times such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction with respect to each Deposit Account (other than an Excluded Account or Collection Account) if, after the occurrence of such Triggering Event, (x) 90 consecutive days have passed during which no Default or Event of Default has occurred and is continuing, Grantors or (ii) if Agent issued an Activation Instruction pursuant to clause (B) of the definition of Triggering Event, at such earlier date as Agent may amend elect in its sole discretion. (g) Schedule 9 to the Security Agreement is hereby amended and restated in its entirety as set forth on Schedule 9 attached hereto. (h) Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agentthe Security Agreement, and (B) prior to each reference thereto in the time of the opening of such Controlled AccountSecurity Agreement, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts are hereby deleted in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgmenttheir entirety. (iv) Other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, or, in the case of any Triggering Event based on Excess Availability falling below the Trigger Level, if Excess Availability thereafter exceeds the Trigger Level for at least 60 consecutive days, and (2) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors but subject to the terms of Section 5.15 of the Credit Agreement, Borrowers may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) an aggregate amount of not more than $100,000 at any one time, (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, (iii) amounts deposited into the Parkdale Proceeds Deposit Account (as such term is defined in the MacKay Sxxxxxx Term Loan Agreement) specially and exclusively used for proceeds of the Parkdale JV Interests Collateral pursuant to Section 5.15(b) of the MacKay Sxxxxxx Term Loan Agreement, and (iiiv) amounts deposited into a Deposit Account with a bank outside of the United States for the purpose of collecting Accounts or Securities Accounts owing from foreign Account Debtors not to exceed $250,000 pursuant to Section 5.15(c) of Subsidiaries of Grantors that are CFCsthe Credit Agreement, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless the applicable Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at Wxxxx Fargo or one or more of the other banks set forth on Schedule 10 10] (each a “Controlled Account Bank”), and shall take commercially reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to a Collection Account at such Controlled Account BankBank that is not an Excluded Account (each, a “Controlled Account”) (by wire transfer to the applicable Controlled Account Bank or to a lockbox maintained by the applicable Controlled Account Bank for deposit into such Collection Account), and (B) deposit or cause to be deposited promptly, and in any event no later than the first second Business Day after the date of receipt thereofthereof (or such longer period as the Agent may agree in its sole discretion), all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) and proceeds of Collateral into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliates. (ii) Each Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such each applicable Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the each applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Event has occurred at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) after any Cash Dominion Period has ended. (iii) So long as no Default or Event of Default has occurred and is continuingcontinuing or would result therefrom, Grantors Borrowers may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) 45 days after notice from Agent (or such longer period as the Agent may agree in its sole discretion) that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCsthe Excluded Accounts, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and or further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under the Loan Documents) (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Period has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Cash Dominion Period upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (2) no additional Cash Dominion Period has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission; provided, that, in no event shall Agent be obligated to rescind an Activation Instruction on more than three (3) occasions. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Borrowers may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment.; and (iv) Other than (i) an aggregate amount of not more than $25,000 at any one time, in the case of Grantors and their Subsidiaries, and (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens Lien in such Permitted Investments.;

Controlled Accounts; Controlled Investments. (i) Each Subject to Schedule 3.6 to the Credit Agreement, each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account BankBanks, and (B) deposit or cause to be deposited promptly, and in any event no later than the first second Business Day after the date of receipt thereof, all of their collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Except to the extent otherwise excused by Section 7(k)(iv) and subject to Schedule 3.6 to the Credit Agreement, each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) C)upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement or in the case of a Triggering Event occurring as a result of the failure to satisfy Excess Availability, Excess Availability shall have been at least $15,000,000 for each of the preceding 30 days, and (2) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Borrowers may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to or concurrently with the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employeesan aggregate amount of not more than $500,000, and (ii) Deposit Accounts or Securities Accounts amounts deposited into accounts described in clause (G) of Subsidiaries the definition of Grantors that are CFCs“Excluded Assets”, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries' Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “"Controlled Account”") at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBank. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the Controlled Account instruction of Agent (an "Activation Instruction"), Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the "Rescission") if: (1) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (2) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) an aggregate amount of not more than $375,000 at any one time, in the case of Grantors and their Subsidiaries, (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s 's or its Subsidiaries’ ' employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s 's Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at Xxxxx Fargo or one or more of the other banks set forth on Schedule 10 10] (each a “Controlled Account Bank”), and shall take commercially reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to a Collection Account at such Controlled Account BankBank that is not an Excluded Account (each, a “Controlled Account”) (by wire transfer to the applicable Controlled Account Bank or to a lockbox maintained by the applicable Controlled Account Bank for deposit into such Collection Account), and (B) deposit or cause to be deposited promptly, and in any event no later than the first second Business Day after the date of receipt thereofthereof (or such longer period as the Agent may agree in its sole discretion), all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) and proceeds of Collateral into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliates. (ii) Each Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such each applicable Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the each applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Event has occurred at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) after any Cash Dominion Period has ended. (iii) So long as no Default or Event of Default has occurred and is continuingcontinuing or would result therefrom, Grantors Borrowers may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) 45 days after notice from Agent (or such longer period as the Agent may agree in its sole discretion) that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCsthe Excluded Accounts, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and or further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent Co-Collateral Agents at one or more of the banks set forth on Schedule 10 11 (each a “"Controlled Account Bank”"), and shall take reasonable steps to ensure that all of its and its Subsidiaries' Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “"Controlled Account”") at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to AgentCo-Collateral Agents. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an "Activation Instruction"), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent shall issue an Activation Instruction for the Controlled Accounts subject to Controlled Account Agreements promptly (but not more than five (5) Business Days) after receiving written notice from Borrowers or having actual knowledge of the occurrence and continuance of a Triggering Event and Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the "Rescission") if: (1) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (2) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Borrowers may amend Schedule 10 11 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 1011; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to AgentCo-Collateral Agents, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent Co-Collateral Agents a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s 's liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s Co-Collateral Agents' reasonable judgment. (iv) Other than (i) an aggregate amount of not more than $100,000 at any one time, in the case of Grantors and their Subsidiaries (other than those Subsidiaries that are CFCs), (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s 's or its Subsidiaries’ ' employees, and (iiiii) Deposit Accounts or Securities Accounts an aggregate amount of not more than $100,000 (calculated at current exchange rates) at any one time, in the case of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s 's Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent Secured Party at one or more of the banks set forth on Schedule 10 (each a “"Controlled Account Bank”"), and shall take reasonable steps to ensure that all of its and its Subsidiaries' Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “"Controlled Account”") at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent Secured Party and the applicable Controlled Account Bank, in form and substance reasonably acceptable to AgentSecured Party. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent Secured Party directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Secured Party (an "Activation Instruction"), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Secured Party's Account. Secured Party agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Secured Party agrees to use commercially reasonable efforts to rescind an Activation Instruction (the "Rescission") if: (1) no Cash Dominion Period is in effect, and (2) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Borrower may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent Secured Party an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to AgentSecured Party, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent Secured Party a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent Secured Party that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s Secured Party's liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s Secured Party's reasonable judgment. (iv) Other than (i) an aggregate amount of not more than $250,000 at any one time, in the case of Grantors and their Subsidiaries, and (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s 's or its Subsidiaries’ ' employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Restricted Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent Secured Party governing such Permitted Investments in order to perfect (and further establish) Agent’s Secured Party's Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Without limiting the provisions of Section 3.6 of the Credit Agreement, each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 9 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its applicable Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, each a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (iii) Each Except as provided in Section 7(k)(iii), each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Dominion Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if, after the occurrence of such Dominion Triggering Event, thirty (30) consecutive days have passed during which Excess Availability has exceeded US$15,000,000 and no Event of Default has occurred and is continuing (and thirty (30) days have passed since any Event of Default that gave rise to a Dominion Triggering Event has been cured or waived in accordance with the Credit Agreement). (iiiii) So long as no Default or Event of Default has occurred and is continuing, Grantors Borrowers may amend Schedule 10 8 or 9 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 108 or 9; provided, however, except as provided in Section 7(k)(iii), that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iviii) Other than (i) an aggregate amount of not more than US$500,000 for any overnight balances, in the case of Grantors and their Domestic Subsidiaries, or (ii) amounts deposited into Deposit Accounts specially and exclusively used for (x) payroll, payroll taxes taxes, deductions, premiums and other employee wage and benefit payments to or for any Grantor’s or its Domestic Subsidiaries’ employees, and or (iiy) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that disbursements other than the master disbursement account identified on Schedule 8 (to the extent such other disbursement accounts are CFCslinked to a master disbursement account (subject to a Control Agreement) as zero balance accounts), no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Domestic Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted InvestmentsInvestments (or with respect to newly opened Deposit Accounts or Securities Accounts opened for the sole purpose of effecting a repurchase of Senior Unsecured Notes permitted under the Credit Agreement and containing less than US$2,000,000 within ten (10) Business Days after opening such account).

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 Xxxxx Fargo (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to a Collection Account at such Controlled Account BankBank that is not an Excluded Account (each, a “Controlled Account”) (by wire transfer to the applicable Controlled Account Bank or to a lockbox maintained by the applicable Controlled Account Bank for deposit into such Collection Account), and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) and proceeds of Collateral into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliates.; (ii) Each Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such each applicable Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the each applicable Controlled Account to the Agent’s Account.. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Event has occurred at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction after any Cash Dominion Period has ended with respect to any Controlled Account Bank that is not Agent or a Lender or any Affiliate thereof and Agent shall promptly cause the rescission of an Activation Instruction after any Cash Dominion Period has ended with respect to any Controlled Account Bank that is the Agent, a Lender or any Affiliate of the foregoing; (iii) So long as no Default or Event of Default has occurred and is continuingcontinuing or would result therefrom, Grantors Borrowers may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) 45 days after written notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment.; and (iv) Other Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, other than (iA) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments with respect to or for any Grantor’s or its Subsidiaries’ employeesExcluded Accounts, and (iiB) Deposit Accounts or Securities Accounts an aggregate amount of not more than $50,000 (calculated at current exchange rates) at any one time, in the case of Subsidiaries of Grantors that are CFCsForeign Subsidiaries, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements or, with Agent respect to Foreign Subsidiaries, other arrangements or agreements under applicable foreign law, governing such Permitted Investments in order to perfect (and or further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of Xxxxx Fargo (the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such a Collection Account at the Controlled Account BankBank that is not an Excluded Account (each, a “Controlled Account”) (by wire transfer to the Controlled Account Bank or to a lockbox maintained by the Controlled Account Bank for deposit into such Collection Account), and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) and proceeds of Collateral into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliates.; (ii) Each Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall establish and maintain Controlled Account Control Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Control Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such each applicable Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the each applicable Controlled Account to the Agent’s Account.. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Event has occurred at the time such Activation Instruction is issued. Agent agrees to rescind an Activation Instruction (the “Rescission”) promptly, but in any event within seven (7) Business Days after the request of Administrative Borrower after any Cash Dominion Period has ended; (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10[reserved]; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment.and (iv) Other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCsin Excluded Accounts, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and or further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 to the Disclosure Letter (each a “"Controlled Account Bank”"), and shall take reasonable steps to ensure that all of its and its Subsidiaries' Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections payments in respect of Accounts and all Proceeds (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “"Controlled Account”") at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Within one hundred twenty (120) days following the Closing Date, with respect to Deposit Accounts and/or Securities Accounts maintained at Xxxxx Fargo, and within thirty (30) days following the Closing Date, with respect to Deposit Accounts and/or Securities Accounts maintained at each Controlled Account Bank other than Xxxxx Fargo, each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an "Activation Instruction"), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the "Rescission") if: (1) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (2) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors each Borrower may amend Schedule 10 to the Disclosure Letter to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 1010 to the Disclosure Letter; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s 's liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s 's reasonable judgment. (iv) Other than (i) an aggregate amount of not more than $250,000 at any one time, in the case of Grantors, (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s 's or its Subsidiaries’ ' employees, (iii) cash collateral in an amount not to exceed $105,000 on deposit in account no. ending in -0333 maintained at Comerica Bank, to the extent securing reimbursement obligations of Parent owing to Comerica Bank relating to that certain standby letter of credit no. 5647-30, as amended (the "Existing L/C"), in the face amount of $100,000, issued by Comerica Bank for the account of Parent on February 3, 2012 (the "L/C Cash Collateral"), (iv) solely until the date that is one hundred twenty (120) days following the Closing Date, cash collateral in an amount not to exceed $100,000 on deposit in account no. ending in -0333 maintained at Comerica Bank to the extent securing Indebtedness owing to Comerica Bank that is permitted under the Credit Agreement pursuant to clause (v) of the definition of Permitted Indebtedness (the "Card Services Cash Collateral"), and (iiv) Deposit Accounts or Securities Accounts an aggregate amount of not more than $500,000 (calculated at current exchange rates) at any one time, in the case of Subsidiaries of Grantors that are CFCsnot Grantors, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s 's Liens in such Permitted InvestmentsInvestments within the time period specified in Schedule 3.6 to the Credit Agreement.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent the Required Holders at Xxxxx Fargo Bank, National Association or one or more of the other banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them such Account Debtors directly to a Collection Account at such Controlled Account BankBank that is not an Excluded Account (each, a “Controlled Account”) (by wire transfer to the applicable Controlled Account Bank or to a lockbox maintained by the applicable Controlled Account Bank for deposit into such Collection Account), and (B) deposit or cause to be deposited promptly, and in any event no later than the first (1st) Business Day after the date of receipt thereof, all of their collections (including those sent directly by their Account Debtors to a Grantor) and proceeds of Collateral into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliates.; US-DOCS\130282224.4 (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent, ABL Control Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent and the Required Holders, (a) with respect to Controlled Accounts owned on the Issue Date, within ninety (90) days of the Issue Date (or such longer period as agreed to by the Required Holders in writing in their sole discretion (with a copy to Agent)) and (b) with respect to Controlled Accounts acquired or opened after the Issue Date, within sixty (60) days of such acquisition or opening (or such longer period as agreed to by the Required Holders in writing in their sole discretion (with a copy to Agent)). Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by ABL Control Agent (or, after the Discharge of ABL Priority Obligations, by Agent) directing the disposition of the funds in such each applicable Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of ABL Control Agent (or, after the Discharge of ABL Priority Obligations, by Agent) (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the each applicable Controlled Account to an account designated by ABL Agent (or, after the Discharge of ABL Priority Obligations, to an account designated by Agent’s Account.). Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Period exists at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction if no Cash Dominion Period exists; (iii) So long as no Default or Event of Default has occurred and is continuingcontinuing or would result therefrom, Grantors Issuer may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent and the Holders an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agentthe Required Holders, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent and ABL Control Agent a Controlled Account Agreement. Each Commencing sixty (60) days after the Issue Date (or such longer period as agreed to by the Required Holders in writing, in their sole discretion (with a copy to Agent)), each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable (and in any event within forty-five (45) days after notice from Agent or the Required Holders (or such longer period as agreed to by Required Holders in writing in their sole discretion (with a copy to Agent)) that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s or the Required Holders’ reasonable judgment.; (iv) Other If proceeds of Note Priority Collateral (as defined in the Intercreditor Agreement) are received by the Grantors or if an Event of Default shall have occurred and be continuing, all proceeds of Note Priority Collateral shall be promptly (and in any event within ten (10) Business Days) deposited by the applicable Grantors into a segregated deposit account (other than an ABL Blocked Account) subject to a Control Agreement in respect of such account US-DOCS\130282224.4 providing for springing cash dominion upon a Cash Dominion Event in favor of and providing for perfection by control on a first priority basis by the Agent, reasonably satisfactory to the Required Holders; and (iv) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor will, and no No Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts (other than Excluded Accounts) or Securities Accounts (other than Excluded Assets) unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted InvestmentsInvestments (subject to the time period limitations set forth herein).

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections cash and Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one or more of the banks set forth on Schedule 11 (each a “Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBank”). (ii) Each Grantor shall establish and maintain Controlled Account Control Agreements with Agent Secured Party and the applicable Controlled Account Bank, in form and substance reasonably acceptable to AgentSecured Party, in respect of each of such Grantor’s Controlled Accounts. Each such Controlled Account Control Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent Secured Party directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Secured Party (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the AgentSecured Party’s AccountAccount pursuant to the instructions contained in such Control Agreement after the occurrence and during the continuance of an Event of Default. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Borrower may amend Schedule 10 11 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent Secured Party an amended Schedule 1011; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to AgentSecured Party, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent Secured Party a Controlled Account Control Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments investments consisting of cash, Cash Equivalentscash equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent Secured Party governing such Permitted Investments investments in order to perfect (and further establish) AgentSecured Party’s Liens in such Permitted Investmentscash, cash equivalents and investments. (v) Borrower will deliver to Secured Party, prior to the 10th day of each month, or on such other frequency as Secured Party may request, a written report in form and content satisfactory to Secured Party, showing a listing and aging of Accounts and such other information as Secured Party may request from time to time, and Borrower shall immediately notify Secured Party of the assertion by any Account Debtor of any set-off, defense, or claim regarding an Account or any other matter adversely affecting an Account.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ (other than Immaterial Subsidiaries) Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (2) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Borrower may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) an aggregate amount of not more than $25,000 at any one time, in the case of Grantors and their Subsidiaries (other than those Subsidiaries that are CFCs or Immaterial Subsidiaries), (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (iiiii) Deposit Accounts or Securities Accounts an aggregate amount of not more than $750,000 (calculated at current exchange rates) at any one time, in the case of Subsidiaries of Grantors that are CFCsCFCs or Immaterial Subsidiaries), no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account, or comply with such other instructions as Agent shall specify. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless (1) an Event of Default has occurred and is continuing or (2) Excess Availability is equal to $10,000,000 or less at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if each Event of Default upon which such Activation Instruction was issued has been waived in writing or cured in accordance with the terms of the Credit Agreement or, in the case of an Activation Instruction issued pursuant to clause (2) above, Excess Availability has exceeded $10,000,000 for sixty (60) consecutive days, and no additional Event of Default has occurred and is continuing prior to the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Borrower may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement, and (C) at any time after 180 days following the Closing Date and provided that Grantors have been offered commercially competitive terms by Xxxxx Fargo with respect to depository and treasury management (as determined in the reasonable discretion of Agent), the Controlled Account Bank shall be Xxxxx Fargo. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) with respect to Deposit Accounts located in the United States in an aggregate amount of not more than $250,000 at any one time, in the case of Grantors, (ii) with respect to Deposit Accounts located outside of the United States in an aggregate amount of not more than $500,000 (calculated at current exchange rates) at any one time, in the case of Grantors, and (iii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at Wxxxx Fargo or one or more of the other banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to a Collection Account at such Controlled Account BankBank that is not an Excluded Account (each, a “Controlled Account”) (by wire transfer to the applicable Controlled Account Bank or to a lockbox maintained by the applicable Controlled Account Bank for deposit into such Collection Account), and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) and proceeds of Collateral into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliates.; (ii) Each Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such each applicable Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, except as otherwise agreed by Agent therein, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the each applicable Controlled Account to the Agent’s Account.. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) upon the written request of Administrative Borrower if a Cash Dominion Event ceases to exist; (iii) So long as no Default or Event of Default has occurred and is continuingcontinuing or would result therefrom, Grantors Borrowers may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) 45 days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment.; and (iv) Other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCsin Excluded Accounts, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and or further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Administrative Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Administrative Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Administrative Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Administrative Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Administrative Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Administrative Agent’s Account. Administrative Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Administrative Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (2) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Borrowers may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Administrative Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Administrative Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Administrative Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Administrative Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Administrative Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Administrative Agent’s reasonable judgment. (iv) Other than (i) an aggregate amount of not more than $250,000 at any one time, in the case of Grantors and their Subsidiaries (other than those Subsidiaries that are CFCs), (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (iiiii) Deposit Accounts or Securities Accounts an aggregate amount of not more than $250,000 (calculated at current exchange rates) at any one time, in the case of Subsidiaries of Grantors that are CFCs), no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Administrative Agent governing such Permitted Investments in order to perfect (and further establish) Administrative Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor Credit Party shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Administrative Agent at one or more of the banks set forth on Schedule 10 2.3 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a GrantorCredit Party) into a bank account of such Grantor Credit Party (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor Credit Party shall establish and maintain Control Agreements with Administrative Agent and the applicable Controlled Account Bank with respect to each applicable Controlled Account, in form and substance reasonably acceptable to Administrative Agent (it being understood that the Control Agreement entered into with JPMorgan Chase Bank, N.A., as depositary bank, on the Closing Date is acceptable to Administrative Agent). In addition, each Credit Party shall establish and maintain Controlled Account Agreements with Administrative Agent and the applicable Controlled Account BankBank as may be required or necessary with respect to its Cash Management Services, in form and substance reasonably acceptable to Administrative Agent. Each such Controlled Account Control Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Administrative Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable GrantorCredit Party, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Administrative Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Administrative Agent’s Applicable Account. Administrative Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts except during a Trigger Period. Administrative Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (and, if the Activation Instruction cannot be rescinded, replace the Control Agreement with an identical un-activated Control Agreement or a similar Control Agreement in form and substance reasonably acceptable to Administrative Agent) (the “Rescission”) upon termination of a Trigger Period; provided that no such Recession shall be permitted if more than three Trigger Periods have existed. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Borrower may amend Schedule 10 2.3 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Administrative Agent an amended Schedule 102.3; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Administrative Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor Credit Party and such prospective Controlled Account Bank shall have executed and delivered to Administrative Agent a Control Agreement with respect to such Controlled Account and, as required or necessary, a related Controlled Account Agreement. Each Grantor Credit Party shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Administrative Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Administrative Agent’s liability under any Control Agreement or any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Administrative Agent’s reasonable judgment. (iv) Other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor No Credit Party will, and no Grantor Credit Party will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts (other than Excluded Deposit Accounts) or Securities Accounts (other than Excluded Securities Accounts) unless Grantor Credit Party or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Administrative Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Subject to any applicable time periods provided under Section 3.6 of the Credit Agreement, each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one (x) JPMorgan or more of (y) a financial institution reasonably satisfactory to the banks set forth on Schedule 10 Agent (JPMorgan and each such financial institution, a “Controlled Account Bank”), and shall take reasonable steps to ensure that (B)(1) notify all of its Account Debtors forward payment of the amounts owed to make all payments to a Controlled Account, and (2) cause all Collections that may be sent by them an Account Debtor directly to such Controlled Account Bank, (B) deposit or cause Grantor to be deposited promptly, promptly (and in any event no later than the first within ten Business Day after the date of receipt thereofDays (or, all of their collections (including those sent directly by their Account Debtors to during a GrantorCash Dominion Period, five days) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain cause all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliatesinto which Account Debtors make payments to be Collection Accounts. (ii) Each Subject to any applicable time periods provided under Section 3.6 of the Credit Agreement with respect to Controlled Accounts existing as of the Closing Date, and promptly (and in any event within (x) ten Business Days (or such longer period as agreed to by Agent in writing in its sole discretion) following the establishment of any Controlled Account with any existing Controlled Account Bank after the Closing Date and (y) thirty days (or such longer period as agreed to by Agent in writing in its sole discretion) following the establishment of any Controlled Account with any new Controlled Account Bank after the Closing Date, each Grantor shall establish and maintain Controlled Account Control Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement , which Control Agreements shall substantively provide, among other thingsthings (unless Agent agrees otherwise as evidenced by its execution of such Control Agreement), that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such each applicable Controlled Account without further consent by the applicable Grantor; provided that, until the delivery of Activation Instructions (as defined below), Controlled Account Bank will comply with the instructions of the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (CC)(1) in the case of Controlled Accounts constituting Collection Accounts, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, all amounts in the each applicable Controlled Account to the Agent’s Account. Account and (iii2) in the case of Controlled Accounts constituting Operating Accounts, upon the delivery by Agent of an Activation Instruction, the Controlled Account Bank will forward by daily sweep all amounts in each applicable Controlled Account to the Agent’s Account (it being understood and agreed that Agent shall not issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Period has occurred and is continuing at the time such Activation Instruction is issued). So long as no Default or Event of Default has occurred and is continuingcontinuing or would result therefrom, Grantors may amend Schedule 10 9 to add or replace a Controlled Deposit Account Bank or Controlled Account set forth on Schedule 9 and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided9 concurrently with the delivery of a Control Agreement as required by this clause (ii) (or if such Deposit Account is not a Controlled Account, however, that within (Ax) such prospective ten Business Days following the establishment of any Deposit Account with any existing Controlled Account Bank shall be reasonably satisfactory to Agent, and (By) prior thirty days following the establishment of any Deposit Account with any other financial institution after the Closing Date). Grantor will endeavor to the time of give Agent prompt notice upon the opening of such Controlled Accountany Deposit Account opened after the Closing Date. (iii) Subject to any applicable time periods provided under Section 3.6 of the Credit Agreement, each Grantor shall establish and maintain Control Agreements with Agent and the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts issuer, securities intermediary, or commodities intermediary, in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performanceterms of Section 7(k)(ii), funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts financial assets or commodities credited to Deposit Accounts or Securities Accounts unless (other than with respect to Excluded Accounts). So long as no Event of Default has occurred and is continuing or would result therefrom, Grantors may add or replace a Securities Account set forth on Schedule 9 and shall, within 45 days (or such longer period as Agent may agree in its sole discretion) of opening of such new or replacement Securities Account, provide to Agent an amended Schedule 9 and enter into with the applicable issuer, securities intermediary, or commodities intermediary, and deliver to Agent a Control Agreement executed by such Grantor or its Subsidiary, as applicable, and the applicable bank issuer, securities intermediary, or securities commodities intermediary have entered into Control Agreements in accordance with clause (ii) above. Grantor will endeavor to give Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investmentsprompt notice upon the opening of any Securities Accounts opened after the Closing Date.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), in accordance with Section 5.14 of the Credit Agreement and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account Collection Account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent, (a) with respect to Deposit Accounts with Xxxxx Fargo or its Affiliates, within sixty (60) days following the Closing Date and (b) with respect to any other Deposit Account owned on the Closing Date that has not been closed, within ninety (90) days following the Closing Date. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction with respect to each Collection Account and other Deposit Account if after the occurrence of the applicable Triggering Event (x) 60 consecutive days have passed during which Excess Availability has exceeded 15% of the Maximum Credit Amount and (y) no Event of Default has occurred and is continuing. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors and subject to compliance with Section 5.14 of the Credit Agreement, Borrowers may amend Schedule 9 and Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) an aggregate amount of not more than $100,000 at any one time, in the case of Grantors and their Subsidiaries (other than those Subsidiaries that are CFCs) (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, employees and (iiiii) amounts deposited into Deposit Accounts specially and exclusively used for escrow, cash collateral, fiduciary or Securities Accounts of Subsidiaries of Grantors that are CFCstrust accounts for unaffiliated third parties relating to rebates (collectively, the foregoing clauses (i) through (iii), the “Excluded Accounts”), no Grantor will, and no Grantor will permit its Subsidiaries (other than those Subsidiaries that are CFCs) to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its SubsidiarySubsidiary (other than those Subsidiaries that are CFCs), as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at Wxxxx Fargo Bank, National Association or one or more of the other banks set forth on Schedule 10 (each a “"Controlled Account Bank”"), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to a Collection Account at such Controlled Account BankBank that is not an Excluded Account (each, a "Controlled Account") (by wire transfer to the applicable Controlled Account Bank or to a lockbox maintained by the applicable Controlled Account Bank for deposit into such Collection Account), and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) and proceeds of Collateral into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliates.; (ii) Each Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each Subject to the Intercreditor Agreement in each respect, each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such each applicable Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an "Activation Instruction"), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the each applicable Controlled Account to the Agent’s 's Account.. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Event has occurred at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the "Rescission") after any Cash Dominion Period has ended; (iii) So long as no Default or Event of Default has occurred and is continuingcontinuing or would result therefrom, Grantors Borrowers may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) 45 days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s 's liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s 's reasonable judgment.; and (iv) Other than (iA) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments with respect to or for any Grantor’s or its Subsidiaries’ employeesExcluded Accounts, and (iiB) Deposit Accounts or Securities Accounts an aggregate amount of not more than $50,000 (calculated at current exchange rates) at any one time, in the case of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements or, with Agent respect to CFCs, other arrangement or agreements under applicable foreign law, governing such Permitted Investments in order to perfect (and or further establish) Agent’s 's Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Unless Agent has otherwise agreed in writing, each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to direct the Controlled Account Bank to rescind an Activation Instruction (the “Rescission”) if: (a) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement and (b) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) an aggregate amount of not more than $100,000 at any one time, in the case of Grantors and their Subsidiaries and (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCsunless Agent has otherwise agreed in writing, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliates[Reserved]. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise issue an Activation Instruction with respect to any rights account subject to a Control Agreement unless an Event of setoff or recoupment or any other claim against Default has occurred and is continuing at the applicable Controlled Account other than for payment of its service fees and other charges directly related time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the administration “Rescission”) if, after the occurrence of such Controlled Account Event of Default, thirty (30) consecutive days have passed during which no Event of Default has occurred and for returned checks or other items of payment, and (C) the Controlled Account Bank will forward, by daily sweep, all amounts in the applicable Controlled Account to the Agent’s Accountis continuing. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors the Borrower may amend Schedule 9 and Schedule 10 to add or replace a Controlled Account Bank or Controlled Account an account and shall upon such addition or replacement provide to Agent an amended Schedule 9 and Schedule 10; provided, however, except as provided in Section 7(k)(iv), that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Accountaccount, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Control Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other Starting 60 days (or such later date as Agent may agree to in its sole and absolute discretion) after the Effective Date, other than (i) an aggregate amount of not more than $500,000 for any overnight balances, in the case of Grantors and their Domestic Subsidiaries, or (ii) amounts deposited into Deposit Accounts specially and exclusively used for (x) payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Domestic Subsidiaries’ employees, and or (iiy) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that disbursements other than the master disbursement account identified on Schedule 9 (to the extent such other disbursement accounts are CFCslinked to a master disbursement account (subject to a Control Agreement) as zero balance accounts), no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Domestic Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) any Agent’s Liens in such Permitted InvestmentsInvestments (or, with respect to newly opened Deposit Accounts or Securities Accounts opened for the sole purpose of effectuating a repurchase of Equity Interests of the Borrower permitted under the Credit Agreement and containing less than $2,000,000, within ten (10) Business Days after opening such account).

Controlled Accounts; Controlled Investments. (i) Each Subject to any applicable time periods provided under Schedule 3.6 of the Credit Agreement, each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to a Collection Account at such Controlled Account BankBank that is not an Excluded Account (each, a "Controlled Account") (by wire transfer to the applicable Controlled Account Bank or to a lockbox maintained by the applicable Controlled Account Bank for deposit into such Collection Account), and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections (including those sent directly by their Account Debtors to a Grantor) and proceeds of Collateral into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliates. (ii) Each Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account BankBank with respect to Controlled Accounts, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such each applicable Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) the Controlled Account Bank will forward, by daily sweep, all amounts in the each applicable Controlled Account to the Agent’s 's Account. (iii) So long as no Default or Event of Default has occurred and is continuingcontinuing or would immediately result therefrom, Grantors Parent Borrower may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent in Agent's sole discretion, and (B) prior to the time of the opening of such Controlled AccountAccount (except with respect to any Controlled Account existing as of the Closing Date), the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) 45 days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s 's liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable 's sole judgment. (iv) Other than (i) amounts deposited into No Grantor will open or, from and after the date required by Schedule 3.6 of the Credit Agreement, maintain any Deposit Accounts specially and exclusively used for payrollor Securities Accounts, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) than Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCsExcluded Assets, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted InvestmentsDeposit Account or Securities Account and notwithstanding anything in the Loan Documents to the contrary, there shall be no Default or Event of Default until after the expiration of such period provided by Schedule 3.6 of the Credit Agreement for failure to have any such Control Agreements in place.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under the Loan Documents) (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Event of Default upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (2) no additional Event of Default has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission; provided, that, in no event shall Agent be obligated to rescind an Activation Instruction on more than three (3) occasions. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Borrowers may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment.; and (iv) Other than (i) an aggregate amount of not more than $25,000 at any one time, in the case of Grantors and their Subsidiaries, and (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens Lien in such Permitted Investments.;

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) to the extent any Account Debtor shall fail to forward payment in accordance with clause (A) hereof (notwithstanding the reasonable steps taken by such Grantor) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections such Collections from such Account Debtors, together with all other Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Period has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Cash Dominion Period upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (2) no additional Cash Dominion Period has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Borrower may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) an aggregate amount of not more than $250,000 at any one time, in the case of Grantors, (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at Wxxxx Fargo or one or more of the other banks set forth on Schedule 10 3 (each a “"Controlled Account Bank”"), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to a Collection Account at such Controlled Account BankBank that is not an Excluded Account (each, a "Controlled Account") (by wire transfer to the applicable Controlled Account Bank or to a lockbox maintained by the applicable Controlled Account Bank for deposit into such Collection Account), and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) and proceeds of Collateral into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliates. (ii) Each Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such each applicable Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an "Activation Instruction"), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the each applicable Controlled Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Event has occurred at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the "Rescission") after any Cash Dominion Period has ended. (iii) So long as no Default or Event of Default has occurred and is continuingcontinuing or would result therefrom, Grantors Borrowers may amend Schedule 10 3 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 103; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s 's liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s 's reasonable judgment. (iv) Other Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments with respect to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCsExcluded Accounts, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts Accounts, unless such Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and or further establish) Agent’s 's Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Subject to Section 5.15 of the Credit Agreement, each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections in respect of Collateral (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Within thirty (30) days following the Closing Date (or such later date as Agent shall agree to in its sole discretion), each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each Unless otherwise agreed to by Agent, each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. If a Triggering Event has occurred and is continuing, Agent may in its discretion issue an Activiation Instruction, provided that if the Triggering Event exists as a result of Excess Availability being less than 12.5% of the Maximum Revolver Amount, Agent shall issue such Activation Instruction. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if, after the occurrence of such Triggering Event, (x) ninety (90) consecutive days have passed during which Excess Availability has exceeded 12.5% of the Maximum Revolver Amount and (y) no Event of Default has occurred and is continuing. (iii) So long as no Default or Event of Default has occurred and is continuingcontinuing and subject to Section 5.15 of the Credit Agreement, Grantors Borrower may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) an aggregate amount of not more than $250,000 at any one time, in the case of Grantors and their Subsidiaries, and (ii) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCs, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 or such other bank as may be reasonably satisfactory to Agent (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first (1st) Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor other than an Excluded Account (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) unless otherwise agreed to by Agent, the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to rescind an Activation Instruction (the “Rescission”) upon the written request of Administrative Borrower if a Cash Dominion Period ceases to exist, provided, that, Agent shall have no responsibility or liability to any Grantor or the other Loan Parties on account of any delay or failure by the Controlled Account Bank in complying with the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Grantors Administrative Borrower may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than (i) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCsin Excluded Accounts, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.

Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s AffiliatesBanks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account BankBank with respect to Controlled Accounts that constitute Collateral, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such each applicable Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to send a notice of rescission to the Controlled Account Bank and otherwise use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) either (x) Excess Availability is equal to or greater than the greater of (I) 10.0% of the Line Cap and (II) $12,500,000 for sixty (60) consecutive days or (y) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (2) no additional Triggering Event has occurred and is continuing during the 60-day period prior to and including the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuingcontinuing or would immediately result therefrom, Grantors Parent Borrower may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be a Lender, an Affiliate of a Lender or otherwise reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled AccountAccount (except with respect to any Controlled Account existing as of the Closing Date), the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. (iv) Other than From and after the date that is ninety (i90) amounts deposited into days after the Closing Date, no Grantor will open or maintain any Deposit Accounts specially and exclusively used for payrollor Securities Accounts, payroll taxes and other employee wage and benefit payments to or for any Grantor’s or its Subsidiaries’ employees, and (ii) than Deposit Accounts or Securities Accounts of Subsidiaries of Grantors that are CFCsExcluded Assets, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted InvestmentsDeposit Account or Securities Account and, notwithstanding anything in the Loan Documents to the contrary, there shall be no Default or Event of Default until after the expiration of such ninety (90) day period for failure to have any such Control Agreements in place.

Controlled Accounts; Controlled Investments. (i) Each Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 Xxxxx Fargo (each a “"Controlled Account Bank”"), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to a Collection Account at such Controlled Account BankBank that is not an Excluded Account (each, a "Controlled Account") (by wire transfer to the applicable Controlled Account Bank or to a lockbox maintained by the applicable Controlled Account Bank for deposit into such Collection Account), and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections Collections (including those sent directly by their Account Debtors to a Grantor) and proceeds of Collateral into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks and (C) maintain all of its primary operating accounts and treasury management services with Agent or one of Agent’s Affiliates.; (ii) Each Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall establish and maintain Controlled Account Agreements with Agent, Term Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent (or, after the Discharge of ABL Obligations, Term Agent) directing the disposition of the funds in such each applicable Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the each applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (or, after the Discharge of ABL Obligations, Term Agent) (an "Activation Instruction"), the Controlled Account Bank will forward, forward by daily sweep, sweep all amounts in the each applicable Controlled Account to the Agent’s Account's Account (or, after the Discharge of ABL Obligations, to an account designated by Term Agent). Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Event has occurred at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the "Rescission") after any Cash Dominion Period has ended. (iii) So long as no Default or Event of Default has occurred and is continuingcontinuing or would result therefrom, Grantors Borrowers may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent and Term Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) 45 days after notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s 's liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s 's reasonable judgment.; and (iv) Other Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, other than (iA) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments with respect to or for any Grantor’s or its Subsidiaries’ employeesExcluded Accounts, and (iiB) Deposit Accounts or Securities Accounts an aggregate amount of not more than $20,000,000 (calculated at current exchange rates) at any one time, in the case of Subsidiaries of Grantors that are CFCsForeign Subsidiaries or Disregarded Domestic Persons, no Grantor will, and no Grantor will permit its Subsidiaries to, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Grantor or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements or, with Agent respect to Foreign Subsidiaries or Disregarded Domestic Persons, other arrangement or agreements under applicable foreign law, governing such Permitted Investments in order to perfect (and or further establish) Agent’s 's Liens in such Permitted Investments; provided that to the extent that any Event of Default occurs with respect to this Section 7(k)(iv) due to Subsidiaries of Grantors that are Foreign Subsidiaries or Disregarded Domestic Persons maintaining Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts in excess of $20,000,000 ("Excess Cash Amount"), the Loan Parties may cure such Event of Default by causing such Foreign Subsidiaries to distribute such Excess Cash Amount to one or more Loan Parties (other than Global or any Subsidiary thereof) within five (5) Business Days after the occurrence of such Event of Default.