Common use of Controlled Accounts Clause in Contracts

Controlled Accounts. (i) Each Grantor who maintains any cash balances 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 6(k) (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. (ii) Each Grantor who maintains any cash balances 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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.

Controlled Accounts. (ia) Each Grantor who maintains any cash balances Company shall (A) establish and maintain cash management services systems reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a cash management deposit account (the “Funding Account”) maintained at the Paying Agent into which proceeds of Revolving Loans may be funded at the direction of Company, Company shall not establish or maintain a type and on terms reasonably satisfactory to Agent at one Deposit Account or more of the banks set forth on Schedule 6(k) (each Securities Account other than a “Controlled Account Bank”)and Company shall not, and shall take reasonable steps cause Servicer not to ensure that all of its and its Subsidiaries’ deposit Collections or proceeds thereof in a Securities Account Debtors forward payment of the amounts owed by them directly to such or Deposit Account which is not a Controlled Account Bank(provided, that, inadvertent and (B) deposit non-reoccurring errors by Servicer in applying such Collections or cause to be deposited proceeds that are promptly, and in any event no later than within two (2) Business Days after Servicer or Company has (or should have had in the first Business Day after the date exercise of receipt reasonable diligence) knowledge thereof, all cured shall not be considered a breach of their this covenant). All Collections (including those sent directly by their Account Debtors and proceeds of Collateral shall be subject to a Grantor) into a bank account an express trust for the benefit of such Grantor (each, a “Controlled Account”) at one Collateral Agent on behalf of the Controlled Account BanksSecured Parties and shall be delivered to Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. (iib) Each Grantor who maintains any cash balances 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, On 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date hereof, Company shall cause to be established and maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Collateral Agent designated as the “Collection Account” in each case bearing a designation clearly indicating that the funds and other property credited thereto are held for Collateral Agent for the benefit of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information Lenders and subject to the confidentiality request. Omissions are designated applicable Securities Account Control Agreement and (ii) a Deposit Account into which the proceeds of all Pledged Receivables, including by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuingautomatic debit from Receivables Obligors’ operating accounts, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory deposited in the name of Company designated as the “Lockbox Account” as to Agent, which the Collateral Agent has sole dominion and (Bcontrol over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) prior of the UCC pursuant to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Lockbox 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 The Lockbox Account accounts Control Agreement will provide that all funds in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days of notice from Agent that Lockbox Account will be swept daily into 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 judgmentCollection Account.

Controlled Accounts. (ia) Each Grantor who maintains any cash balances Company shall (A) establish and maintain cash management services systems reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated trust account (the “Funding Account”) maintained at the Paying Agent into which proceeds of Revolving Loans may be funded at the direction of Company, Company shall not establish or maintain a type and on terms reasonably satisfactory to Agent at one Deposit Account or more of the banks set forth on Schedule 6(k) (each Securities Account other than a “Controlled Account Bank”)and Company shall not, and shall take reasonable steps cause Servicer not to ensure that all of its and its Subsidiaries’ deposit Collections or proceeds thereof in a Securities Account Debtors forward payment of the amounts owed by them directly to such or Deposit Account which is not a Controlled Account Bank(provided, that, inadvertent and (B) deposit non-reoccurring errors by Servicer in applying such Collections or cause to be deposited proceeds that are promptly, and in any event no later than within two (2) Business Days after Servicer or Company has (or should have had in the first Business Day after the date exercise of receipt reasonable diligence) knowledge thereof, all cured shall not be considered a breach of their this covenant). All Collections (including those sent directly by their Account Debtors and proceeds of Collateral shall be subject to a Grantor) into a bank account an express trust for the benefit of such Grantor (each, a “Controlled Account”) at one Collateral Agent on behalf of the Controlled Account BanksSecured Parties and shall be delivered to the Secured Parties for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. (iib) Each Grantor who maintains any cash balances 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, On 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission first Funding Notice, Company shall cause to be established and maintained, (i) a segregated, non-interest bearing, trust account (or is reasonably expected to occur on or immediately after sub-accounts) in the date name of Company and under the sole dominion and control of, the Collateral Agent designated as the “Collection Account” in each case bearing a designation clearly indicating that the funds and other property credited thereto are held for Collateral Agent for the benefit of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information Secured Parties and subject to the confidentiality request. Omissions are designated applicable Securities Account Control Agreement and (ii) a segregated, non-interest bearing, Deposit Account into which the proceeds of all Pledged Receivables, including by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuingautomatic debit from Receivables Obligors’ operating accounts, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory deposited in the name of Company designated as the “Lockbox Account” as to Agent, which the Collateral Agent has sole dominion and (Bcontrol over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) prior of the UCC pursuant to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Lockbox Account Bank shall have executed and delivered to Agent a Controlled Account Control Agreement. Each Grantor The Lockbox Account Control Agreement will provide that all funds (less an amount of up to $10,000 or such other amount as shall close any of its Controlled Accounts be mutually agreed in writing (which writing may be via electronic mail) between the Administrative Agent and establish replacement Controlled the Company) in the Lockbox Account accounts in accordance with will be swept daily into the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days of 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 judgmentCollection Account.

Controlled Accounts. (ia) Each Grantor who maintains any cash balances Company shall (A) establish and maintain cash management services systems reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated trust account (the “Funding Account”) maintained at the Paying Agent into which proceeds of Revolving Loans may be funded at the direction of Company, Company shall not establish or maintain a type and on terms reasonably satisfactory to Agent at one Deposit Account or more of the banks set forth on Schedule 6(k) (each Securities Account other than a “Controlled Account Bank”)and Company shall not, and shall take reasonable steps cause Servicer not to ensure that all of its and its Subsidiaries’ deposit Collections or proceeds thereof in a Securities Account Debtors forward payment of the amounts owed by them directly to such or Deposit Account which is not a Controlled Account Bank(provided, that, inadvertent and (B) deposit non-reoccurring errors by Servicer in applying such Collections or cause to be deposited proceeds that are promptly, and in any event no later than within two (2) Business Days after Servicer or Company has (or should have had in the first Business Day after the date exercise of receipt reasonable diligence) knowledge thereof, all cured shall not be considered a breach of their this covenant). All Collections (including those sent directly by their Account Debtors and proceeds of Collateral shall be subject to a Grantor) into a bank account an express trust for the benefit of such Grantor (each, a “Controlled Account”) at one Collateral Agent on behalf of the Controlled Account BanksSecured Parties and shall be delivered to Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. (iib) Each Grantor who maintains any cash balances 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, On 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date hereof, Company shall cause to be established and maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Collateral Agent designated as the “Collection Account” in each case bearing a designation clearly indicating that the funds and other property credited thereto are held for Collateral Agent for the benefit of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information Lenders and subject to the confidentiality request. Omissions are designated applicable Securities Account Control Agreement and (ii) a Deposit Account into which the proceeds of all Pledged Receivables, including by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuingautomatic debit from Receivables Obligors’ operating accounts, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory deposited in the name of Company designated as the “Lockbox Account” as to Agent, which the Collateral Agent has sole dominion and (Bcontrol over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) prior of the UCC pursuant to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Lockbox 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 The Lockbox Account accounts Control Agreement will provide that all funds in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days of notice from Agent that Lockbox Account will be swept daily into 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 judgmentCollection Account.

Controlled Accounts. (i) Each Grantor who maintains any cash balances Within 150 days following the Closing Date (or such later period of time as agreed in writing by Lender in Lender’s sole discretion) (the “Cash Management Transition Period”), each Loan Party shall (A) establish and maintain cash management services at Lender all Cash Management Services, including all deposit accounts and lockbox services. Such Cash Management Services maintained by each Loan Party shall be of a type and on terms reasonably satisfactory to Agent Lender; (ii) Until such time as the Loan Parties have established all of their Cash Management Services with Lender, during the Cash Management Transition Period each Loan Party shall maintain Cash Management Services of a type and on terms reasonably satisfactory to Lender at one or more of the banks set forth on Schedule 6(k6.12(j) to the Information Certificate (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ the Account Debtors of each Loan Party and each of its Subsidiaries forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) promptly deposit or cause to be deposited promptly, and in any event no later than the first five (5) Business Day Days after the date of receipt thereof, all of their Collections to the extent received by a Loan Party (including those sent directly by their Account Debtors to a GrantorLoan Party or to a Subsidiary of a Loan Party) into a bank account of such Grantor Loan Party (each, a “Controlled Account”) at one of the Controlled Account Banks.; and (iiiii) Each Grantor who maintains any cash balances During the Cash Management Transition Period, each Loan Party shall establish and maintain Controlled Account Control Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to AgentLender, except with respect to any Excluded 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 Lender directing the disposition of the collected funds in such Controlled Account without further consent by the applicable GrantorLoan 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward forward, by daily sweep standing wire transfer, all amounts in the applicable Controlled Account to the Agent’s Collection Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward or such other account as directed by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange CommissionLender. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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.

Controlled Accounts. (i) Each Grantor who maintains any cash balances 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 6(k) 9 (each a “Controlled Account Bank”), and shall take reasonable and necessary steps to ensure that all of its and its Domestic 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. (ii) Each Grantor who maintains any cash balances shall establish and maintain Controlled Account Agreements with the Collateral Agent, the ABL Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to the Collateral Agent and the ABL Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by the ABL Agent (or, after the Collateral Agent becomes the controlling agent pursuant to the terms of such Controlled Account Agreement, the Collateral Agent) directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, Grantor and (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise waives 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, the Borrower may amend Schedule 6(k) 9 to add or replace a Controlled Account Bank or Controlled Account; provided, however, provided that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, the 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 the Collateral Agent and the ABL 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 of notice from the 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 the Collateral Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Controlled Accounts. (i) Each Grantor who maintains any cash balances 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 6(k) (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. (ii) Each Grantor who maintains any cash balances 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

Controlled Accounts. (ia) Each Grantor who maintains any cash balances Company shall (A) establish and maintain cash management services systems reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated trust account (the “Funding Account”) maintained at the Paying Agent into which proceeds of Revolving Loans may be funded at the direction of Company, Company shall not establish or maintain a type and on terms reasonably satisfactory to Agent at one Deposit Account or more of the banks set forth on Schedule 6(k) (each Securities Account other than a “Controlled Account Bank”)and Company shall not, and shall take reasonable steps cause Servicer not to ensure that all of its and its Subsidiaries’ deposit Collections or proceeds thereof in a Securities Account Debtors forward payment of the amounts owed by them directly to such or Deposit Account which is not a Controlled Account Bank(provided, that, inadvertent and (B) deposit non-reoccurring errors by Servicer in applying such Collections or cause to be deposited proceeds that are promptly, and in any event no later than within two (2) Business Days after Servicer or Company has (or should have had in the first Business Day after the date exercise of receipt reasonable diligence) knowledge thereof, all cured shall not be considered a breach of their this covenant). All Collections (including those sent directly by their Account Debtors and proceeds of Collateral shall be subject to a Grantor) into a bank account an express trust for the benefit of such Grantor (each, a “Controlled Account”) at one Collateral Agent on behalf of the Controlled Account BanksSecured Parties and shall be delivered to Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. (b) On or prior to the Original Closing Date, Company shall cause to be established and maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Collateral Agent designated as the “Collection Account” in each case bearing a designation clearly indicating that the funds and other property credited thereto are held for Collateral Agent for the benefit of the Lenders and subject to the applicable Securities Account Control Agreement and (ii) Each Grantor who maintains any cash balances a Deposit Account into which the proceeds of all Pledged Receivables, including by automatic debit from Receivables Obligors’ operating accounts, shall establish be deposited in the name of Company designated as the “Lockbox Account” as to which the Collateral Agent has sole dominion and maintain Controlled control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Account Agreements with Control Agreement. The Lockbox Account Control Agreement will provide that all funds (less an amount of up to $10,000 or such other amount as shall be mutually agreed in writing (which writing may be via electronic mail) between the Administrative 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 (ACompany) 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Lockbox Account to will be swept daily into the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Collection Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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.

Controlled Accounts. (i) Each Grantor who maintains any cash balances 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 6(k) (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. (ii) Each Grantor who maintains any cash balances 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 waives 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward forward, by daily sweep sweep, all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily 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 such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, the Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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.;

Controlled Accounts. (i) Each Grantor who maintains any cash balances 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 6(k) (each a “Controlled Account Bank”), and and, subject to Section 6.11 of the Credit Agreement, 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. (ii) Each Grantor who maintains any cash balances 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agentAgent’s Account. Agent agrees not to issue an Activation Instruction with respect to such the Controlled Accounts unless a Triggering 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: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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

Controlled Accounts. (i) Each Grantor who maintains any cash balances Loan Party shall (A) establish and maintain cash management services Cash Management Services, including deposit accounts and lockbox services, of a type and on terms reasonably satisfactory to Agent Lender. Each Loan Party shall (A) maintain Cash Management Services of a type and on terms reasonably satisfactory to Lender at one or more of the banks set forth on Schedule 6(k) 5.15 to the Information Certificate (each a “Controlled Account Bank”), and shall (B) take reasonable steps to ensure that all account debtors of each Loan Party and each of its and its Subsidiaries’ Account Debtors Subsidiaries forward payment of the amounts owed by them directly to a Controlled Account at such Controlled Account Bank, and (BC) 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 account debtors to a GrantorLoan Party or to a Subsidiary of a Loan Party) into a bank account of such Grantor Loan Party (each, a “Controlled Account”) at one of the Controlled Account Banks.; and (ii) Each Grantor who maintains any cash balances Loan Party shall establish and maintain Controlled Account Control Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to AgentLender. 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 Lender directing the disposition of the collected funds in such Controlled Account without further consent by the applicable GrantorLoan Party, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim or Lien 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward forward, by daily sweep standing wire transfer, all amounts in the applicable Controlled Account to the AgentLender’s Account or such other account as directed by Lender, and (2D) with respect to Controlled Accounts of will prohibit any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the withdrawals from such Controlled Account Bank will forward by daily sweep Borrowers and require all amounts in the applicable withdrawals from such Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed be made only as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated directed by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange CommissionLender. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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.

Controlled Accounts. (i) Each Except as otherwise permitted by the Credit Agreement, each Grantor who maintains any cash balances shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to U.S. Agent at one or more of the banks set forth on Schedule 6(k) (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.; (ii) Each Grantor who maintains any cash balances shall establish and maintain Controlled Account Agreements with U.S. Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to U.S. Agent, to the extent required by the Credit Agreement. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by U.S. 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward either (i) forward, by daily sweep sweep, all amounts in the applicable Controlled Account to the U.S. Agent’s Account and or (2ii) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of U.S. Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agentU.S. Agent’s Account. U.S. Agent agrees not to issue an Activation Instruction with respect to such the Controlled Accounts unless a Triggering 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: (x1) the Triggering Cash Dominion Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (y2) no additional Triggering Cash Dominion 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. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission.; and (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower U.S. Borrowers may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to U.S. 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 U.S. 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 sixty (4560) days of notice from U.S. Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or U.S. Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in U.S. Agent’s reasonable judgment.

Controlled Accounts. (i) Each Parent shall and shall cause each other Grantor who maintains any cash balances shall to (Ai) 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 6(kSCHEDULE 6(L) (each a “Controlled Account Bank”"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 (Bii) 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”"CONTROLLED ACCOUNT") at one of the Controlled Account Banks. (ii) Each Grantor who maintains any cash balances Controlled Account Bank shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account BankGrantor, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (Aa) 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, (Bb) the Controlled Account Bank waives, subordinates, or agrees not to exercise any has no 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 (Cc) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of the Agent (an “Activation Instruction”"ACTIVATION INSTRUCTION"), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to an account designated by Agent (or prior to the agent’s AccountDischarge of the First Priority Claims, to the account of the First Priority Agent). Agent agrees not to issue an Activation Instruction with respect to such 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”"RESCISSION") if: (x) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit this Agreement, and (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k6(l) to add or replace a Controlled Account Bank or Controlled Account; providedPROVIDED, howeverHOWEVER, that (Ai) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (Bii) 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 Parent shall and shall cause each Grantor shall to 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 of 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.

Controlled Accounts. (ia) Each Grantor who maintains any cash balances Company shall (A) establish and maintain cash management services of systems acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 6(k) (each a “Controlled Account Bank”)and Company shall not, and shall take reasonable steps cause Servicer not to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such deposit Collections or proceeds thereof in an account which is not a Controlled Account Bank(provided, that, inadvertent and (B) deposit non-reoccurring errors by Servicer in applying such Collections or cause to be deposited proceeds that are promptly, and in any event no later than within two (2) Business Days after Servicer or Company has (or should have had in the first Business Day after the date exercise of receipt reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of their Collections Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (including those sent directly by their iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Debtors Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account. (b) Lockbox System (i) Company has established pursuant to the Lockbox Account Control Agreement and the other Control Agreements for the benefit of the Administrative Agent, on behalf of the Secured Parties, a Grantorsystem of lockboxes and related accounts or deposit accounts as described in Sections 2.11(a) and (b) (the “Lockbox System”) into a bank account of such Grantor which (each, a “Controlled Account”subject to the proviso in Section 2.11(a)) at one of the Controlled Account Banksall Collections shall be deposited. (ii) Each Grantor who maintains Company shall grant the Backup Servicer (and its delegates) and Administrative Agent read-only access to the Lockbox Account. (iii) Company shall not establish any cash balances lockbox or lockbox arrangement without the consent of the Administrative Agent in its discretion, and prior to establishing any such lockbox or lockbox arrangement, Company shall cause each bank or financial institution with which it seeks to establish and maintain Controlled Account Agreements such a lockbox or lockbox arrangement, to enter into a control agreement with Agent and the applicable Controlled Account Bank, respect thereto in form and substance reasonably acceptable satisfactory to the Administrative Agent. Each such . (iv) Without the prior written consent of the Administrative Agent, Company shall not (A) change the general instructions given to the Servicer in respect of payments on account of Pledged Leases to be deposited in the Lockbox System or (B) change any instructions given to any bank or financial institution which in any manner redirects any Collections or proceeds thereof in the Lockbox System to any account which is not a Controlled Account Agreement shall provide, among other things, Account. (v) Company acknowledges and agrees that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing funds on deposit in the disposition of Lockbox System shall continue to be collateral security for the funds in such Controlled Account without further consent by the applicable GrantorObligations secured thereby, and (B) upon the Controlled Account Bank waivesoccurrence and during the continuance of an Event of Default, subordinatesat the election of the Requisite Lenders, or agrees not the funds on deposit in the Lockbox System may be applied as provided in Section 2.12(b). (vi) Company has directed, and will at all times hereafter direct, the Servicer to exercise any rights direct payment from each of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment Obligors on account of its service fees and other charges Pledged Leases directly related to the administration of such Controlled Account and for returned checks or other items of payment, and Lockbox System. Company agrees (CA) (1) to instruct the Servicer to instruct each Obligors to make all payments with respect to Controlled Accounts of BorrowerPledged Leases directly to the Lockbox System and (B) promptly (and, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts except as set forth in the applicable Controlled Account proviso to the Agent’s Account and this Section 2.11(c)(vi), in no event later than two (2) Business Days following receipt) to deposit all payments received by it on account of Pledged Leases, whether in the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise, in the Lockbox System in precisely the form in which they are received (but with respect to Controlled Accounts any endorsements of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”Company necessary for deposit or collection), and until they are so deposited to hold such payments in trust for and as the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms property of the Credit Agreement, and (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled AccountAdministrative Agent; 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 of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled any payment received that does not contain sufficient identification of the account number to which such payment relates or cannot be processed due to an act beyond the control of the Servicer, such deposit shall be made no later than the second Business Day following the date on which such account number is identified or such payment can be processed, as applicable. The Company or its designee shall be permitted from time to time to request disbursement of funds on deposit in the Collection Account Accounts for the purchase of additional Eligible Leases pursuant to the terms and conditions of the Asset Sale Agreement and the Asset Purchase Agreement; provided that, (i) such additional Eligible Leases are purchased simultaneously with the funding date for a Loan hereunder and (ii) the Company has delivered a Borrowing Base Certificate evidencing, after giving effect to the transfer of Collections and the funding of any Loan being made on such date, no Borrowing Base Deficiency has occurred or will occur. Upon receipt of such certificate, and with the consent of and at the direction of the Administrative Agent (which direction shall not be unreasonably withheld, delayed or conditioned), the Paying Agent shall remit such funds to the account designated by the Company. (vii) The Company (or the Servicer on its behalf) shall, no more than one time per calendar week, deliver to the Paying Agent’s liability under any Controlled , the Administrative Agent and each Lender a certificate setting forth the amount of sales and use taxes paid by Obligors with respect to Pledged Leases since the most recently delivered certificate (or since the Closing Date, in the case of the first such certificate) and requesting the Paying Agent to transfer such amounts from the Collection Account Agreement to the Sales Tax Account. Upon receipt of such certificate and at the direction of the Administrative Agent, the Paying Agent shall remit funds in an amount equal to that specified in such certificate to the Sales Tax Account. (viii) No more than once per month, the Company (or the Servicer on its behalf) shall deliver to the Paying Agent, the Administrative Agent and each Lender a certificate certifying the amounts to be disbursed and requesting disbursement of funds from the Sales Tax Account in the amount necessary to pay all sales and use tax due or coming due with respect to the Pledged Leases. Upon receipt of such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgmentcertificate, and at the direction of the Administrative Agent (which direction shall not be unreasonably withheld, delayed or conditioned), the Paying Agent shall transfer such funds to an account designated by the Servicer.

Controlled Accounts. (ia) Each Grantor who maintains any cash balances 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 6(k) 10 (each a “Controlled Account Bank”), and shall take reasonable and necessary steps to ensure that all of its and its Domestic 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. (iib) Each Grantor who maintains any cash balances shall establish and maintain Controlled Account Agreements with Agent, Term Loan Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent and Term Loan Agent. Each such Controlled Account Agreement shall provide, among other things, that (Ai) the Controlled Account Bank will comply with any instructions originated by Agent (or, after the Term Loan Agent becomes the controlling agent pursuant to the terms of such Controlled Account Agreement, the Term Loan Agent) directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (Bii) the Controlled Account Bank waives, subordinates, or agrees not to exercise waives 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 (Ciii) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agentAgent’s Account. Agent agrees not to issue an Activation Instruction with respect to such the Controlled Accounts unless a Triggering Cash Management Event has occurred at the time such Activation Instruction is issuedoccurred. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (x) the Triggering when such Cash Management Event upon which such Activation Instruction was issued has been waived is no longer in writing in accordance with the terms of the Credit Agreement, and (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commissioneffect. (iiic) So long as no Default or Event of Default has occurred and is continuing, Borrower Borrowers may amend Schedule 6(k) 10 to add or replace a Controlled Account Bank or Controlled Account; provided, howeverthat, 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 Loan 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 of 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.

Controlled Accounts. (i) Each Grantor who maintains any cash balances The Borrower shall (Ai) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent the Secured Party at one or more of the banks set forth on Schedule 6(kSCHEDULE 6(L) (each a “Controlled Account Bank”"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 (Bii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their its Collections (including those sent directly by their the Account Debtors to a Grantorthe Borrower) into a bank account of such Grantor the Borrower (each, a “Controlled Account”"CONTROLLED ACCOUNT") at one of the Controlled Account Banks. (ii) Each Grantor who maintains any cash balances Controlled Account Bank shall establish and maintain Controlled Account Agreements with Agent the Secured Party and the applicable Controlled Account BankBorrower, in form and substance reasonably acceptable to Agentthe Secured Party. Each such Controlled Account Agreement shall provide, among other things, that (Aa) the Controlled Account Bank will comply with any instructions originated by Agent the Secured Party directing the disposition of the funds in such Controlled Account without further consent by the applicable GrantorBorrower, (Bb) the Controlled Account Bank waives, subordinates, or agrees not to exercise any has no 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 (Cc) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent the Secured Party (an “Activation Instruction”"ACTIVATION INSTRUCTION"), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to an account as to which the agent’s AccountControlled Account Bank shall have received written notice from the Secured Party, together with appropriate wire transfer instructions enabling it to make such transfer. Agent The Secured Party agrees not to issue an Activation Instruction with respect to such the Controlled Accounts unless a Triggering Event Default has occurred and is continuing at the time such Activation Instruction is issued. Agent The Secured Party agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”"RESCISSION") if: (x) the Triggering Event upon Default by reason of which such Activation Instruction was issued has been is waived in writing in accordance with the terms of the Credit this Agreement, and (y) no additional Triggering Event Default has occurred prior to 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. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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.

Controlled Accounts. (i) Each Grantor who maintains any cash balances 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 6(k6(l) (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 (including those sent directly by their Account Debtors to a GrantorLoan Party) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks.. As of the Closing Date, Agent acknowledges that the cash management services maintained by Grantors as of the Closing Date are satisfactory to Agent; (ii) Each Grantor who maintains any cash balances Controlled Account Bank shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account BankLoan Party, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (Ax) 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 GrantorLoan Party, (By) the Controlled Account Bank waives, subordinates, or agrees not to exercise any has no 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 (Cz) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of the Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agentAgent’s Account. Agent agrees not to issue an Activation Instruction with respect to such the Controlled Accounts unless a Triggering 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: (xA) the Triggering Event of Default upon which such Activation Instruction was issued has been cured or waived in writing in accordance with the terms of the Credit this Agreement, and (yB) no additional Triggering 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. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission.; and (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower any Grantor may amend Schedule 6(k6(l) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (Ay) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (Bz) prior to the time of concurrently with the opening of such Controlled Account, the applicable Grantor Loan Party 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 practicable, and in any event within forty-five (45) days of 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.

Controlled Accounts. (i) Each Grantor who maintains any cash balances Parent shall and shall cause each Loan Party to (Ai) 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 6(k6(l) (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 (Bii) 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 GrantorLoan Party) into a bank account of such Grantor Loan Party (each, a “Controlled Account”) at one of the Controlled Account Banks. (ii) Each Grantor who maintains any cash balances Controlled Account Bank shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account BankLoan Party, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (Aa) 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 GrantorLoan Party, (Bb) the Controlled Account Bank waives, subordinates, or agrees not to exercise any has no 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 (Cc) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of the Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agentAgent’s Account. Agent agrees not to issue an Activation Instruction with respect to such 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: (x) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit this Agreement, and (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k6(l) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (Ai) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (Bii) prior to the time of the opening of such Controlled Account, the applicable Grantor Loan Party and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor Parent shall and shall cause each Loan Party to 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 of 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.

Controlled Accounts. (i) Each Grantor who maintains any cash balances 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 6(k) (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. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (ii) Each Grantor who maintains any cash balances 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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.

Controlled Accounts. (i) Each Grantor who maintains any cash balances Within 90 days following the Closing Date (the “Cash Management Transition Period”), Borrower shall (A) establish and maintain cash management services at Lender all of Borrower’s primary Cash Management Services, including Deposit Accounts and lockbox services. Such Cash Management Services maintained by Borrower shall be of a type and on terms reasonably satisfactory to Agent Lender; (ii) Until such time as the Borrower has established all of its primary Cash Management Services with Lender, during the Cash Management Transition Period, Borrower shall maintain Cash Management Services of a type and on terms reasonably satisfactory to Lender at one or more of the banks set forth on Schedule 6(k6.12(j) to the Information Certificate (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 thereofthereof in any such Deposit Account maintained at any such Controlled Account Bank (each, a “Controlled Account”), all of their Borrower’s Collections (including those sent directly by their Account Debtors to Borrower or to a GrantorSubsidiary of Borrower) into a bank account of such Grantor (each, a “Controlled the Collection Account”) at one of the Controlled Account Banks.; and (iiiii) Each Grantor who maintains any cash balances Unless such requirement is waived by Lender, in writing, during the Cash Management Transition Period, Borrower shall establish and maintain Controlled Account Control Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to AgentLender. 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 Lender directing the disposition of the collected funds in such Controlled Account without further consent by the applicable GrantorBorrower, (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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward forward, by daily sweep standing wire transfer, all amounts in the applicable Controlled Account to the Agent’s Collection Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward or such other account as directed by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange CommissionLender. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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.

Controlled Accounts. (i) Each Grantor who maintains any cash balances 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 6(k) (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 fifth (5th) 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. (ii) Each Grantor who maintains any cash balances shall establish establish, within the time frame specified in the Credit Agreement, and thereafter 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, unless otherwise agreed by Agent in writing 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 paymentpayment or other chargebacks, and (C) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agentAgent’s Account. Agent agrees not to issue an Activation Instruction with respect to such 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: (x1) the Triggering Event upon which such was based on Excess Availability being less than the product of 12.5% times the Maximum Revolver Amount, at least 30 consecutive days have passed since the date of the Activation Instruction in which Excess Availability is at all times greater than the product of 12.5% times the Maximum Revolver Amount, (2) the Triggering Event was issued based on the occurrence of an Event of Default, such Event of Default has been waived in writing or cured in accordance with the terms of the Credit Agreement, and (y3) 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. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) to the extent required by the Credit Agreement or the other Loan Documents, prior to the time of the opening of such Controlled Account that is not an Excluded Deposit 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 Accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five ninety (4590) days of 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.;

Controlled Accounts. (i) Each Grantor who maintains any cash balances 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 6(k) (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 fifth (5th) 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. (ii) Each Grantor who maintains any cash balances shall establish establish, within the time frame specified in the Credit Agreement, and thereafter 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, unless otherwise agreed by Agent in writing 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 paymentpayment or other chargebacks, and (C) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agentAgent’s Account. Agent agrees not to issue an Activation Instruction with respect to such the Controlled Accounts unless a Triggering 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: (x1) the Triggering Event upon which of Default was based on the occurrence of an Event of Default, such Activation Instruction was issued Event of Default has been waived in writing or cured in accordance with the terms of the Credit Agreement, Agreement and (y2) no additional Triggering 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. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) to the extent required by the Credit Agreement or the other Loan Documents, prior to the time of the opening of such Controlled Account that is not an Excluded Deposit Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each After Payment in Full of WFCF Priority Debt (as such term is defined in the ABL-Term Loan Intercreditor Agreement), each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts Accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five ninety (4590) days of 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.;

Controlled Accounts. Promptly after the date of this Agreement, Servicer shall establish, with a depository institution or trust company approved by Owner (i) Each Grantor who maintains any cash balances 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 6(k) (each a “Controlled Account Lockbox Bank”), (i) a post office box to which payments from Obligors in respect of the Investments shall be remitted for retrieval by the Lockbox Bank (the “Lockbox”), (ii) an account to which payments from Obligors in respect of the Investments may be wired and into which the Lockbox Bank shall deposit payments delivered by Obligors to the Lockbox (the “Lockbox Account”) and (iii) an account for the collection and retention of amounts deposited into the Lockbox Account (the “Collection Account” and collectively with the Lockbox Account, the “Controlled Accounts”). Sourcer shall cause the terms of each Contract to provide for the deposit of payments by the Obligor thereunder directly into the Lockbox or by wire transfer to the Lockbox Account. Servicer shall take reasonable steps the following actions with respect to ensure that all of its the Controlled Accounts, except to the extent otherwise required under applicable law: (a) The Lockbox and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such each Controlled Account Bankshall be established and maintained by Servicer in the name of Owner, and in the case of each Controlled Account, as a separate account (Bof a type that has been approved by Owner) deposit or at Lockbox Bank. (b) Servicer shall (i) monitor each Obligor’s compliance with applicable requirements in the Investment Documents to cause payments to be deposited promptlyinto the Lockbox Account, and in any event no later than to the first Business Day after the date of receipt thereofextent that such compliance can be reasonably ascertained by Servicer, 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. (ii) Each Grantor who maintains any cash balances shall establish and maintain Controlled Account Agreements periodically notify Owner if Servicer has knowledge that an Obligor is not in compliance 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, obligation and (Ciii) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction take such action with respect to such noncompliance as Owner shall direct. In the event that any Obligor delivers a payment directly to Servicer rather than depositing the same in the Lockbox or the Lockbox Account, Servicer shall, within one (1) Business Day after receipt of the same, deposit such payment into the Collection Account and shall direct the applicable Obligor to make future payments directly into the Lockbox and/or the Lockbox Account. (c) Servicer shall cause the Lockbox Bank to, on each Business Day, (i) deposit all funds in the Lockbox into the Lockbox Account and (ii) remit all collected funds on deposit in the Lockbox Account into the Collection Account. (d) Servicer shall make transfers and payments from the Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior related Investment Documents to the date of the Rescission extent that Owner or its designee is reasonably expected permitted to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject make such transfers and payments pursuant to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Accountsuch Investment Documents; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to Servicer may not make any discretionary transfer or payment from 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 without the foregoing sentence) prior written direction of Owner. In the event that Servicer has the right to make such a discretionary transfer or payment, it shall notify Owner as promptly as practicable practical (and in any event within forty-five two (452) days Business Days after it obtains knowledge of notice such right) and shall request Owner’s direction. (e) Servicer shall maintain accurate records of each deposit to and withdrawal from Agent that the operating performance, funds transfer, or availability procedures or performance of the each Controlled Account Bank and shall provide Owner with copies of any statements or information provided by an Obligor with respect to Controlled the Lockbox Account Accounts or Agentamounts required to be deposited therein not later than the later of (A) the first payment date under the Investment Documents following the calendar month to which such statements or information relate and (B) promptly after Servicer’s liability under any Controlled Account Agreement with receipt of such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgmentstatements or information.

Controlled Accounts. (i) Each Grantor who maintains any cash balances Parent shall and shall cause each other Loan Party to (Ai) 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 6(kSCHEDULE 6(L) (each a “Controlled Account Bank”"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 (Bii) 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 GrantorLoan Party) into a bank account of such Grantor Loan Party (each, a “Controlled Account”"CONTROLLED ACCOUNT") at one of the Controlled Account Banks. (ii) Each Grantor who maintains any cash balances Controlled Account Bank shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account BankLoan Party, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (Aa) 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 GrantorLoan Party, (Bb) the Controlled Account Bank waives, subordinates, or agrees not to exercise any has no 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 (Cc) upon the instruction of the Agent (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Datean "ACTIVATION INSTRUCTION"), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily 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 such 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”"RESCISSION") if: (x) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit this Agreement, and (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k6(l) to add or replace a Controlled Account Bank or Controlled Account; providedPROVIDED, howeverHOWEVER, that (Ai) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (Bii) prior to the time of the opening of such Controlled Account, the applicable Grantor Loan Party and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor Parent shall and shall cause each Loan Party to 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 of 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.

Controlled Accounts. (i) Each Grantor who maintains any cash balances shall (A) establish The Borrower and the Subsidiary Guarantors shall, subject to Section 5.11, maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more Controlled Accounts and, except with respect to an aggregate amount of cash and cash equivalents (including Liquid Investments) held by the Borrower and the Subsidiary Guarantors on the Closing Date (after giving effect thereto, it being understood proceeds of the banks set forth on Schedule 6(kAdvances shall not be Closing Date Designated Cash) not exceeding $210,000,000 (each a “Controlled Account BankClosing Date Designated Cash”), all cash and shall take reasonable steps to ensure that all cash equivalents (including Liquid Investments) held by the Parent or any of its and its Subsidiaries’ Account Debtors forward payment Subsidiaries (other than amounts held (x) by Non-Wholly Owned Subsidiaries to fund their business in the ordinary course of business or consistent with past practice of the amounts owed by them directly to such Controlled Account Bank, Borrower and (By) deposit in payroll or cause tax accounts up to the amount to be deposited promptlyused for such purposes and to the extent a control agreement is not permitted by law, and rule or regulation on such account) shall be held 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 . Proceeds of the Controlled Account Banks. (ii) Each Grantor who maintains any cash balances Advances shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, be deposited 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable a Controlled Account to the Agent’s extent set forth in Section 4.09(a). Amounts contained in a Controlled Account constituting Net Proceeds of sales, dispositions or joint venture transactions and proceeds of the Advances may only be removed for: (a) service of the Obligations and (2b) with respect to Controlled Accounts pay the operating expenses of the Borrower and its Subsidiaries and to renovate, repair, restore and expand real properties. Closing Date Designated Cash shall be used by the Parent and its Subsidiaries for any non-Borrower Grantor, upon the instruction of Agent purposes not prohibited by this Agreement. ARTICLE VI NEGATIVE COVENANTS So long as any Obligations are outstanding (an “Activation Instruction”other than contingent indemnification or reimbursement obligations for which no claim has been made), or any Lender shall have any Commitment hereunder, the Controlled Account Bank will forward by daily sweep all amounts in Parent and Borrower agree, unless the applicable Controlled Account to the agent’s Account. Administrative Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) the Triggering Event upon which such Activation Instruction was issued has been waived shall otherwise consent in writing in accordance with the terms of the Credit Agreement, and (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version provisions of this document has been filed separately Section 11.01), to comply, and shall procure that its Subsidiaries comply, with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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.following covenants: Section

Controlled Accounts. (i) Each Grantor who maintains any cash balances shall (A) establish From 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 6(k) (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. (ii) Each Grantor who maintains any cash balances 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Credit Parties shall ensure that the Collateral Agent is provided, to the extent that it is available, view-only access to all securities accounts, deposit accounts and other accounts of the Credit Parties that are Credit Parties or wholly-owned subsidiaries of the Credit Parties, which such view-only access shall be subject to the reasonable satisfaction of the Collateral Agent. All Securities Accounts, Deposit Accounts and other accounts of the Credit Parties (other than the Excluded Account) shall be subject to duly executed and delivered Control Agreements or otherwise become Controlled Accounts, it being understood that such Control Agreements will provide for the Credit Parties to be able to access and use accounts subject to a Control Agreement prior to such time as the Collateral Agent shall have given notice that it is exercising control following the occurrence and continuation of an Event of Default. Other than the Excluded Accounts, or as expressly agreed with the Agent, the Credit Parties shall not maintain any Deposit Account Bank will forward by daily sweep all amounts in or Securities Accounts not subject to a Control Agreement (or otherwise Controlled Accounts); provided that the applicable Controlled Account Credit Parties may, subject to the prior written consent of the Administrative Agent (which such consent shall not be unreasonably delayed, conditioned or withheld) open new accounts, so long as prior to opening any such account (i) the Borrower Representative has notified the Agent of the account and (ii) the financial institution with which such account is opened, together with such Credit Party has executed and delivered to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction a fully executed Control Agreement with respect to such account (or equivalent arrangement to ensure that such account is a Controlled Accounts unless a Triggering Event has occurred at Account), each in form and substance satisfactory to the time such Activation Instruction is issuedAgent. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: The Credit Parties shall ensure that their Subsidiaries which are (x) non-Credit Parties or (y) are organized or formed in jurisdictions where Control Agreements or equivalent cash control arrangements are not possible sweep cash and Cash Equivalents in their accounts into Controlled Accounts of Credit Parties on a periodic basis (prior to an Event of Default, at least once per week and after the Triggering occurrence of an Event upon which of Default, as frequently as requested by the Agent but not more frequently than once daily); provided that prior to receipt of a written notice of an Event of Default from the Agent, the Subsidiaries shall only be required to sweep into the Controlled Accounts, cash and Cash Equivalents held in such Activation Instruction was issued has been waived accounts in writing excess of the amounts necessary for required debt service and to operate its business as currently operated (in each case, based on the amounts needed for such debt service and operations as reflected in the historical financial statements and the projections delivered to the Secured Parties from time to time in accordance with the terms of this Agreement). For the Credit Agreementavoidance of doubt, and (y) no additional Triggering Event has occurred and is continuing prior deposits in a wallet on a cryptocurrency exchange shall not be required to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information be subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commissiona Control Agreement. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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.

Controlled Accounts. (i) Each Grantor who maintains any cash balances 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 6(k) (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. (ii) Each Grantor who maintains any cash balances 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Agent's Account. Agent agrees not to issue an Activation Instruction with respect to such 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: (x1) the Dominion Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (y2) no additional Dominion 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. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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.

Controlled Accounts. (i) Each Grantor who maintains any cash balances 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 6(k) (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. (ii) Each Grantor who maintains any cash balances 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 Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise waives 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward forward, by daily sweep sweep, all amounts in the applicable Controlled Account to the Collateral Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, the Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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. 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 of 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.;

Controlled Accounts. (i) Each Grantor who maintains any cash balances If Grantors fail to maintain Permitted Investments in an aggregate amount that equals or exceeds $75,000,000 in Deposit Accounts or Securities Accounts in respect of which Agent has received Control Agreements that perfect Agent’s Liens in such Permitted Investments, then they shall and shall cause each Loan Party to (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 6(k) (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 an Account Debtors to a GrantorLoan Party) into a bank account of such Grantor Loan Party (each, a “Controlled Account”) at one of the Controlled Account Banks. (ii) Each Grantor who maintains any cash balances Within 30 days after the Closing Date, each Controlled Account Bank shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account BankLoan Party, 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 Activation Instructions (as defined below) originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable GrantorLoan Party, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any has no 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agentAgent’s Account. Agent agrees not to issue an Activation Instruction with respect to such the Controlled Accounts unless a Triggering 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: (xI) the Triggering Event of Default upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit this Agreement, and (yII) no additional Triggering 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. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 Loan Party and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall and shall cause each Loan Party to 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 of 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

Controlled Accounts. (i) Each Grantor who maintains any cash balances 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 6(k) (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Non-CFC 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.; (ii) Each Grantor who maintains any cash balances 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission.; and (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower Borrowers may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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.;

Controlled Accounts. (ii.) Each Except as permitted by the Credit Agreement, each Grantor who maintains any cash balances 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 6(k) (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.; (ii.) Each Except as permitted by the Credit Agreement, each Grantor who maintains any cash balances 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agentAgent’s Account. Agent agrees not to issue an Activation Instruction with respect to such 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: (x1) 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 Activation Instruction issued pursuant to clause (b) of the definition of Triggering Event, Excess Availability exceeds $10,000,000 for period of thirty (30) consecutive days after the date such Activation Instruction was issued and (y2) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected going to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) ; So long as no Default or Event of Default has occurred and is continuing, Borrower the Borrowers may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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

Controlled Accounts. (ia) Each Grantor who maintains any cash balances Company shall (A) establish and maintain cash management services of systems acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 6(k) (each a “Controlled Account Bank”)and Company shall not, and shall take reasonable steps cause Servicer, Subservicer and SST Subservicer to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such not deposit Collections or proceeds thereof in an account which is not a Controlled Account Bank(provided, that, inadvertent and (B) deposit non-reoccurring errors by Servicer in applying such Collections or cause to be deposited proceeds that are promptly, and in any event no later than within two (2) Business Days after Servicer or Company has (or should have had in the first Business Day after the date exercise of receipt reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases and Pledged Retail Loans, including by automatic debit from Leases and Retail Loan Obligors’ operating accounts, shall be deposited in the name of their Collections Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (including those sent directly by their iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Debtors Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account. (b) Lockbox System (i) Company has established pursuant to the Lockbox Account Control Agreement and the other Control Agreements for the benefit of the Administrative Agent, on behalf of the Secured Parties, a Grantorsystem of lockboxes and related accounts or deposit accounts as described in Sections 2.11(a) and (b) (the “Lockbox System”) into a bank account of such Grantor which (each, a “Controlled Account”subject to the proviso in Section 2.11(a)) at one of the Controlled Account Banksall Collections shall be deposited. (ii) Each Grantor who maintains Company shall grant the Backup Servicer (and its delegates) and Administrative Agent read-only access to the Lockbox Account. (iii) Company shall not establish any cash balances lockbox or lockbox arrangement without the consent of the Administrative Agent in its discretion, and prior to establishing any such lockbox or lockbox arrangement, Company shall cause each bank or financial institution with which it seeks to establish and maintain Controlled Account Agreements such a lockbox or lockbox arrangement, to enter into a control agreement with Agent and the applicable Controlled Account Bank, respect thereto in form and substance reasonably acceptable satisfactory to the Administrative Agent. Each such . (iv) Without the prior written consent of the Administrative Agent, Company shall not (A) change the general instructions given to the Servicer, Subservicer or SST Subservicer in respect of payments on account of Pledged Leases or Pledged Retail Loans to be deposited in the Lockbox System or (B) change any instructions given to any bank or financial institution which in any manner redirects any Collections or proceeds thereof in the Lockbox System to any account which is not a Controlled Account Agreement shall provide, among other things, Account. (v) Company acknowledges and agrees that (A) the Controlled Account Bank funds on deposit in the Lockbox System shall continue to be collateral security for the Obligations secured thereby, and (B) upon the occurrence and during the continuance of an Event of Default, at the election of the Requisite Lenders, the funds on deposit in the Lockbox System may be applied as provided in Section 2.12(b). (vi) Company has directed, and will comply at all times hereafter direct, each of the Servicer, Subservicer and SST Subservicer to direct payment from each of the Obligors on account of Pledged Leases and Pledged Retail Loans directly to the Lockbox System. Company agrees (A) to instruct each of the Servicer, Subservicer and SST Subservicer to instruct each Obligors to make all payments with respect to Pledged Leases and Pledged Retail Loans directly to the Lockbox System and (B) promptly (and, except as set forth in the proviso to this Section 2.11(c)(vi), in no event later than two (2) Business Days following receipt) to deposit all payments received by it on account of Pledged Leases and Pledged Retail Loans, whether in the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise, in the Lockbox System in precisely the form in which they are received (but with any instructions originated by Agent directing endorsements of Company necessary for deposit or collection), and until they are so deposited to hold such payments in trust for and as the disposition property of the Administrative Agent; provided, however, that with respect to any payment received that does not contain sufficient identification of the account number to which such payment relates or cannot be processed due to an act beyond the control of the Servicer, Subservicer or SST Subservicer, such deposit shall be made no later than the second Business Day following the date on which such account number is identified or such payment can be processed, as applicable. The Company or its designee shall be permitted from time to time to request disbursement of funds on deposit in such Controlled Account without further consent by the applicable GrantorCollection Account; provided, that, (i) (A) no Default that, after notice or lapse of time or both, would constitute an Event of Default under Section 7.1(a) or (f), or resulting from the delivery of an incorrect Borrowing Base Certificate has occurred and is continuing, (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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuingcontinuing and (C) no event, Borrower may amend Schedule 6(kcircumstance or change has occurred that has caused, either in any case or in the aggregate, a Material Adverse Effect and (ii) the Company has delivered a Borrowing Base Certificate evidencing, after giving effect to add the transfer of Collections, no Borrowing Base Deficiency has occurred or replace a Controlled Account Bank or Controlled Accountwill occur; provided, howeverfurther, that (A) such prospective Controlled Account Bank no funds shall be reasonably satisfactory disbursed from the Collection Account unless the amount remaining on deposit in the Collection Account after such disbursement is at least equal to the Accrued Interest Amount as of such date and the aggregate amount of all accrued and unpaid fees (including Non-Use Fees and Commitment Fees) and expenses due hereunder and including (but not limited to) the Servicing Agreement and the Backup Servicing Agreement. Upon receipt of such certificate, and with the consent of and at the direction of the Administrative Agent (which direction shall not be unreasonably withheld, delayed or conditioned), the Paying Agent shall remit such funds to the account designated by the Company. (vii) The Company (or the Servicer on its behalf) shall, no more than one time per calendar week, deliver to the Paying Agent, the Administrative Agent and (B) prior to each Lender a certificate setting forth the time amount of the opening of such Controlled Account, the applicable Grantor sales 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 of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank use taxes paid by Obligors with respect to Controlled Pledged Leases since the most recently delivered certificate (or since the Closing Date, in the case of the first such certificate) and requesting the Paying Agent to transfer such amounts from the Collection Account Accounts to the Sales Tax Account. Upon receipt of such certificate and at the direction of the Administrative Agent, the Paying Agent shall remit funds in an amount equal to that specified in such certificate to the Sales Tax Account. (viii) No more than once per month, the Company (or the Servicer on its behalf) shall deliver to the Paying Agent’s liability under , the Administrative Agent and each Lender a certificate certifying the amounts to be disbursed and requesting disbursement of funds from the Sales Tax Account in the amount necessary to pay all sales and use tax due or coming due with respect to the Pledged Leases. Upon receipt of such certificate, and at the direction of the Administrative Agent (which direction shall not be unreasonably withheld, delayed or conditioned), the Paying Agent shall transfer such funds to an account designated by the Servicer. (ix) If any Controlled amounts previously transferred to the Sales Tax Account Agreement pursuant to Section 2.11(b)(vii) with respect to sales and use taxes paid by Obligors were in excess of the amounts actually owed and paid by such Controlled Obligors (collectively “Overpayments”), and the aggregate amount of such Overpayments on deposit in the Sales Tax Account Bank is no longer acceptable in exceeds $100,000, the Company (or the Servicer on its behalf) may deliver to the Paying Agent’s , the Administrative Agent and each Lender, reasonable judgmentsupporting documentation and certificate certifying the amounts to be disbursed and requesting disbursement of funds from the Sales Tax Account for such Overpayments with respect to Pledged Leases. Upon receipt of such certificate and documentation, and at the direction of the Administrative Agent (which direction shall not be unreasonably withheld, delayed or conditioned), the Paying Agent shall transfer such funds to the Collection Account.

Controlled Accounts. (ia) Each Grantor who maintains hereby agrees that it shall maintain all Account Collateral in the case of the Company, with the Collateral Agent in a Pledged Account, or in the case of any cash balances shall Grantor (including the Company), (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one in an Operating Account or more of the banks set forth on Schedule 6(k) (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 with a bank account of such Grantor or financial institution (each, a “Controlled Account”"Pledged Account Bank") at one that has agreed, pursuant to an Account Control Agreement among such Grantor, the Collateral Agent and such Pledged Account Bank, to (1) comply with instructions originated by the Collateral Agent directing the disposition of funds in the Account Collateral without the further consent of such Grantor and (2) waive or subordinate in favor of the Controlled Collateral Agent all claims of such Pledged Account BanksBank (including claims by way of a Lien or right of setoff or right of recoupment) to the Account Collateral. (b) Other than the Pledged Accounts, the Initial Controlled Accounts and the Operating Accounts, each Grantor agrees it will not add any bank or financial institution that maintains any deposit or securities account for such Grantor or open any new deposit or securities accounts with any then existing Pledged Account Bank unless the Collateral Agent shall have received (i) at least ten Business Days prior written notice of such additional bank or financial institution or such new account, (ii) Each Grantor who maintains any cash balances shall establish in the case of a bank or financial institution or Pledged Account Bank that is not the Collateral Agent, an Account Control Agreement duly executed by such new Person and maintain Controlled such Grantor, or a supplement to an existing Account Agreements Control Agreement with Agent and the applicable Controlled such then existing Pledged Account Bank, covering such new account and (iii) opinions of Xxxxxxxx & Xxxxxxxx LLP (or other counsel reasonably acceptable to the Collateral Agent) and in-house counsel to such Grantor, in each case, addressed to each Secured Party, with respect to such Account Control Agreement and in form and substance reasonably acceptable satisfactory to the Collateral Agent. Each such Grantor agrees that it will not terminate any bank or financial institution as a Pledged Account Bank or terminate any Account Collateral, except that the Grantor may terminate any Controlled Account Agreement shall provideor Operating Account, among other things, that (A) the Controlled and terminate a bank or financial institution as a Pledged 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering Event has occurred Account, if the balance on deposit in, or credited to any such Controlled Account or Operating Account is equal to $0.00 and it gives the Collateral Agent at the time least ten Business Days' prior written notice of such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (x) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commissiontermination. (iiic) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 agrees that it shall close not maintain on deposit in the aggregate for all Grantors in the Operating Accounts at 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 of 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 judgmenttime more than $5,000,000.

Controlled Accounts. (i) Each Grantor who maintains any cash balances Parent shall and shall cause each other Loan Party to (Ai) 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 6(k6(l) (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ (that are Loan Parties) Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (Bii) 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 GrantorLoan Party) into a bank account of such Grantor Loan Party (each, a “Controlled Account”) at one of the Controlled Account Banks. (ii) Each Grantor who maintains any cash balances Controlled Account Bank shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account BankLoan Party, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (Aa) 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 GrantorLoan Party, (Bb) the Controlled Account Bank waives, subordinates, or agrees not to exercise any has no 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 (Cc) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of the Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agentAgent’s Account. Agent agrees not to issue an Activation Instruction with respect to such 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: (xA) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit this Agreement, and (yB) 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. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k6(l) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (Ai) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (Bii) prior to the time of the opening of such Controlled Account, the applicable Grantor Loan Party and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor Parent shall and shall cause each other Loan Party to 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 of 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

Controlled Accounts. (i) Each Grantor who maintains any cash balances 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 6(k) (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. (ii) Each Grantor who maintains any cash balances 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 waives 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agentAgent’s Account. Agent agrees not to issue an Activation Instruction with respect to such 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: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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

Controlled Accounts. (i) Each Grantor who maintains any cash balances Within 90 days following the Agreement Date (the “Cash Management Transition Period”), each Borrower shall (A) establish and maintain cash management services at Lender all Cash Management Services, including all deposit accounts and lockbox services. Such Cash Management Services maintained by each Borrower shall be of a type and on terms reasonably satisfactory to Agent Lender; (ii) Until such time as Borrowers have established all of their Cash Management Services with Lender, during the Cash Management Transition Period each Borrower shall maintain Cash Management Services of a type and on terms reasonably satisfactory to Lender at one or more of the banks set forth on Schedule 6(k6.12(j) to the Information Certificate (each a “Controlled Account Bank”), and shall take reasonable steps to ensure direct that all of its and its Subsidiaries’ the Account Debtors of each Borrower and each of its Subsidiaries 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 GrantorBorrower or to a Subsidiary of a Borrower) into a bank account of such Grantor Borrower at one of the Controlled Account Banks (each, a “Controlled Account”) at one of the Controlled Account Banks.); and (iiiii) Each Grantor who maintains any cash balances During the Cash Management Transition Period, each Borrower shall establish and maintain Controlled Account Control Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to AgentLender. 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 Lender directing the disposition of the collected funds in such Controlled Account without further consent by the applicable GrantorBorrower, (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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward will, upon the instruction of Lender, forward, by daily sweep standing wire transfer, all amounts in the applicable Controlled Account to the Agent’s Collection Account and or such other account as directed by Lender. Notwithstanding the foregoing, Borrowers shall not be required to (2y) provide Control Agreements with respect to Controlled Accounts bank accounts maintained with PNC Bank, National Association as of any non-Borrower Grantor, upon the instruction of Agent Agreement Date unless Lender requests such Control Agreements in its Permitted Discretion following the Agreement Date (an “Activation Instruction”and Borrowers covenant and agree to close all such bank accounts no later than 90 days following the Agreement Date unless Lender agrees in writing to extend such period), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction or (z) provide Control Agreements with respect to such Controlled Accounts bank accounts maintained with Lender unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being specifically requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange CommissionLender. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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.

Controlled Accounts. (i) Each Grantor who maintains any cash balances Within five (5) days following the Closing Date (the “Cash Management Transition Period”), each Loan Party shall (A) establish and maintain cash management services at Lender all Cash Management Services, including all deposit accounts and lockbox services. Such Cash Management Services maintained by each Loan Party shall be of a type and on terms reasonably satisfactory to Agent Lender; (ii) Until such time as the Loan Parties have established all of their Cash Management Services with Lender, during the Cash Management Transition Period each Loan Party shall maintain Cash Management Services of a type and on terms reasonably satisfactory to Lender at one or more of the banks set forth on Schedule 6(k6.12(j) to the Information Certificate (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ the Account Debtors of each Loan Party and each of its Subsidiaries 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 GrantorLoan Party or to a Subsidiary of a Loan Party) into a bank account of such Grantor Loan Party (each, a “Controlled Account”) at one of the Controlled Account Banks.; and (iiiii) Each Grantor who maintains any cash balances During the Cash Management Transition Period, each Loan Party shall establish and maintain Controlled Account Control Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to AgentLender. 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 Lender directing the disposition of the collected funds in such Controlled Account without further consent by the applicable GrantorLoan 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward forward, by daily sweep standing wire transfer, all amounts in the applicable Controlled Account to the Agent’s Collection Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward or such other account as directed by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange CommissionLender. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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.

Controlled Accounts. (i) Each Grantor who maintains any cash balances Loan Party shall (A) establish and maintain cash management services take reasonable steps to ensure that all of a type and on terms reasonably satisfactory the Account Debtors of each Loan Party forward payment of the amounts owed by them to Agent at such Loan Party directly to an account with one or more of the banks set forth on Schedule 6(k6.12(j) to the Information Certificate or another financial institution that has executed a Control Agreement (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 third Business Day after the date of receipt thereofthereof (or such longer period as Agent agrees), all of their cash Collections (including those sent directly by their Account Debtors to a GrantorLoan Party) into a bank account of such Grantor Loan Party (each, a “Controlled Account”) at one of the Controlled Account Banks; provided that the foregoing clauses (A) and (B) shall not be applicable to (i) xxxxx cash not in excess of $250,000 in the aggregate held at retail stores of Parent or any of its Subsidiaries and (ii) cash or Cash Equivalents (or amounts on deposit in any Deposit Account or Securities Account) reasonably expected by the Borrowers to be used to pay any taxes required to be paid or incurred in connection with any transaction consummated pursuant to the Asset Purchase Agreements. (ii) Each Grantor who maintains Subject to any cash balances post-closing period provided for pursuant to Section 6.18, each Loan Party shall establish and maintain Control Agreements with each Controlled Account Agreements with Agent and the applicable Bank (other than any Controlled Account BankBank where no Loan Party maintains a Deposit Account or Securities Account), 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) (1) with respect to each Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not After the occurrence and during the continuance of an Event of Default, subject to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Intercreditor Agreement, Agent shall have the sole and (y) no additional Triggering Event has occurred exclusive right to direct, and is continuing prior hereby authorized to give instructions pursuant to such Control Agreement directing, the date disposition of funds in the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as Controlled Accounts (any such instructions, an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k“Activation Notice”) to add or replace Agent on a daily basis, either to any account maintained by Agent at said Controlled Account Bank or Controlled Account; providedby wire transfer to appropriate account(s) of Agent as Agent may direct and, howeverin each case, that to be applied to the Obligations in the manner set forth in Section 2.4(e). To the extent Agent issues an Activation Notice, Agent agrees to rescind such Activation Notice at such time as no Event of Default shall exist (A) it being understood that, notwithstanding any such prospective Controlled Account Bank rescission, Agent shall have the right and is authorized to issue an additional Activation Notice if an Event of Default shall exist at any time thereafter). For the avoidance of doubt, all notices required under this Section 6.12 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 of 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 judgmentwriting.

Controlled Accounts. (i) Each Grantor who maintains any cash balances 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 6(k) (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. (ii) Each Grantor who maintains any cash balances 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 Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise waives 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward forward, by daily sweep sweep, all amounts in the applicable Controlled Account to the Collateral Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily 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 such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, the Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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. 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 of 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 's liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Collateral Agent’s 's reasonable judgment.;

Controlled Accounts. (i) Each Grantor who maintains any cash balances Within 90 days following the Closing Date (or such longer period as Lender expressly agrees) (the “Cash Management Transition Period”), each Loan Party shall (A) establish and maintain cash management services at Lender or an Affiliate thereof all Cash Management Services, including all deposit accounts and lockbox services. Subject to the terms of the Intercreditor Agreement, while a type Cash Dominion Trigger Period is in effect, Lender shall have the sole and on terms reasonably satisfactory exclusive right to Agent at direct the disposition of funds in all such deposit accounts (excluding any Term Priority Collateral). (ii) Until such time as the Loan Parties have established all of their Cash Management Services with Lender, during the Cash Management Transition Period each Loan Party may maintain Cash Management Services with one or more of the banks set forth on Schedule 6(k6.12(j) to the Information Certificate (each a “Controlled Account Bank”), and shall (A) take reasonable steps to ensure that all of its and its Subsidiaries’ the Account Debtors of each Loan Party forward payment of the amounts owed by them to such Loan Party (excluding any Term Priority Collateral) directly to such a Collection Account maintained at a Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first third Business Day after the date of receipt thereofthereof (or such longer period as Lender agrees), all of their cash Collections (including those sent directly by their Account Debtors to a GrantorLoan Party) into a bank account Collection Account of such Grantor (each, a “Controlled Account”) Loan Party maintained at one of the Controlled Account Banks; provided, that the foregoing clauses (A) and (B) shall not be applicable to (x) xxxxx cash not in excess of $250,000 in the aggregate held at retail stores of Parent or any of its Subsidiaries and (y) cash or Cash Equivalents (or amounts on deposit in any Deposit Account or Securities Account) reasonably expected by the Borrowers to be used to pay any taxes required to be paid or incurred in connection with any transaction consummated pursuant to the Asset Purchase Agreements. (iiiii) Each Grantor who maintains any cash balances shall establish Commencing on the date that is (a) 7 days after the Closing Date (or such later date as Lender expressly agrees) with respect to Xxxxx Fargo Bank, National Association and maintain (b) 90 days after the Closing Date (or such later date as Lender expressly agrees) with respect to each other Controlled Account Bank, each Loan Party shall maintain Control Agreements with Agent and the applicable Controlled Account BankBank (other than any Controlled Account Bank where no Loan Party maintains a Deposit Account or Securities Account), in form and substance reasonably acceptable to AgentLender. Each such Controlled Account Agreement shall provideWhile a Cash Dominion Trigger Period is in effect, 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 subject 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Intercreditor Agreement, Lender shall have the sole and (y) no additional Triggering Event has occurred exclusive right to direct, and is continuing prior hereby authorized to give instructions pursuant to such Control Agreement directing, the date disposition of funds in the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as Controlled Accounts (excluding any Term Priority Collateral) (any such instructions, an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k“Activation Notice”) to add or replace Lender on a daily basis, either to any account maintained by Lender at said Controlled Account Bank or Controlled Account; providedby wire transfer to appropriate account(s) at Lender and, howeverin each case, that (A) such prospective Controlled Account Bank amounts shall be reasonably satisfactory to Agent, and (B) prior applied on a daily basis to the time of Obligations in the opening of such Controlled Accountmanner set forth in Section 2.4(e). While no Cash Dominion Trigger Period is in effect, the applicable Grantor and Loan Parties shall retain the right to direct the disposition of funds in the Controlled Accounts. To the extent Lender issues an Activation Notice, Lender agrees to rescind such prospective Controlled Account Bank Activation Notice at such time as no Cash Dominion Trigger Period shall exist (it being understood that, notwithstanding any such rescission, Lender shall have executed the right and delivered is authorized to Agent issue an additional Activation Notice if a Controlled Account AgreementCash Dominion Trigger Period shall exist at any time thereafter). Each Grantor For the avoidance of doubt, all notices required under this Section 6.12 shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts be in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days of 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 judgmentwriting.

Controlled Accounts. (i) Each Grantor who maintains any cash balances 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 6(k) 8 (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 one or more bank account accounts of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks. (ii) Each Grantor who maintains any cash balances 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agentAgent’s AccountAccount and all such amounts shall be applied in accordance with Section 2.4(b) of the Credit Agreement. Agent agrees not to issue an Activation Instruction with respect to such the Controlled Accounts unless except during a Triggering Event has occurred at the time such Activation Instruction is issuedTrigger Period. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (or, if the Activation Instruction can not be rescinded, replace the Controlled Account Agreement with an identical un-activated Controlled Account Agreement or a similar Controlled Account Agreement in form and substance reasonably acceptable to Agent) (the “Rescission”) if: (x) the Triggering Event upon which termination of a Trigger Period; provided that no such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commissionshall be required if more than 3 Trigger Periods have existed. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower Parent may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled AccountAccount (subject to Section 6(q)); 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 of 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 judgmentPermitted Discretion. (iv) Notwithstanding the foregoing, except during the occurrence and continuance of an Event of Default and then upon request of Agent, no Control Agreement or Controlled Account Agreement shall be required with respect to any Excluded Account.

Controlled Accounts. (ia) Each Grantor who maintains any cash balances On or prior to the date hereofSixth Amendment Effective Date, theeach Borrower 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 6(k) (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, established 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 (eachmaintained, a “Controlled Account”) deposit account at one of the Controlled Account Banks. (ii) Each Grantor who maintains any cash balances shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Collection Account Bank, in form and substance reasonably acceptable the name of thesuch Borrower, designated as the Collection Account for such Borrower, as to Agentwhich the Collateral Agent has control for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the applicable Collection Account Control Agreement. Each such Controlled TheEach Collection Account Control Agreement shall provideprovide that all available funds on deposit in the applicable Collection Account will be remitted to the applicable Disbursement Account on each Business Day. (b) On or prior to the date hereofSixth Amendment Effective Date, among other thingstheeach Borrower shall cause to be established and maintained, that a deposit account at the applicable Disbursement Account Bank, in the name of thesuch Borrower, designated as the Disbursement Account for such Borrower, as to which the Collateral Agent has control for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the applicable Disbursement Account Control Agreement. (Ac) All income from amounts on deposit in theeach Collection Account shall be retained in thesuch Collection Account, until the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of date on which the funds in such Controlled thesuch Collection Account without further consent by are swept to the applicable Grantor, (B) the Controlled Disbursement 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms applicable Collection Account Control Agreement. All income from amounts on deposit in theeach Disbursement Account shall be retained in thesuch Disbursement Account, until the next Settlement Date, at which time such income shall be applied, at the direction of the Credit AgreementCollateral Agent in accordance with Section 2.10. TheEach Borrower shall treat all income from amounts on deposit in theits Disbursement Account as its income for federal, state and local income tax purposes. (yd) no additional Triggering Event has occurred and is continuing prior Notwithstanding anything to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information foregoing, subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities Facility Availability and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 Accountconditions set forth in Section 2.10(c) and Section 3.3, 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 theeach Borrower, in accordance with the foregoing sentence) as promptly as practicable and Section 5.13, may use amounts on deposit in any event within forty-five (45) days of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled thesuch Borrower’s Disbursement 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 judgmentpurchase additional Receivables.

Controlled Accounts. (a) Each Grantor hereby agrees that it shall maintain all Account Collateral (i) Each in the case of the Company, with the Collateral Agent in the Prepayment Account, or (ii) in the case of any Grantor who maintains any cash balances shall (including the Company), (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one in an Operating Account or more of the banks set forth on Schedule 6(k) (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 with a bank account of such Grantor or financial institution (each, a “Controlled Account”"Pledged Account Bank") at one of that has agreed, pursuant to an Account Control Agreement among such Grantor, the Controlled Account Banks. (ii) Each Grantor who maintains any cash balances shall establish and maintain Controlled Account Agreements with Collateral Agent and the applicable Controlled such Pledged 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 the Collateral Agent directing the disposition of the funds in such Controlled the Account Collateral without the 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account Grantor and (2) waive or subordinate in favor of the Collateral Agent all claims of such Pledged Account Bank (other than customary rights of set-off, as may be agreed by the Collateral Agent in its reasonable discretion) to the Account Collateral. (b) Other than the Prepayment Account, the Initial Controlled Accounts and the Operating Accounts, each Grantor agrees it will not add any bank or financial institution that maintains any deposit or securities account for such Grantor or open any new deposit or securities accounts with any then existing Pledged Account Bank unless the Collateral Agent shall have received, on or prior to the date on which such bank or financial institution is added or such new account is opened, (i) written notice of such additional bank or financial institution or such new account, (ii) in the case of a bank or financial institution or Pledged Account Bank that is not the Collateral Agent, an Account Control Agreement duly executed by such new Person and such Grantor, or a supplement to an existing Account Control Agreement with such then existing Pledged Account Bank, covering such new account and (iii) if requested by the Collateral Agent, an opinion of counsel reasonably acceptable to the Collateral Agent, with respect to Controlled Accounts of the authorization, execution, delivery, validity and enforceability of, and perfection under, such Account Control Agreement. Each Grantor agrees that it will not terminate any non-Borrower Grantorbank or financial institution as a Pledged Account Bank or terminate any Account Collateral, upon except that the instruction of Agent (an “Activation Instruction”), the Grantor may terminate any Controlled Account or Operating Account, and terminate a bank or financial institution as a Pledged Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering Event has occurred at Account, if the time balance on deposit in, or credited to any such Activation Instruction Controlled Account or Operating Account is issued. equal to $0.00 and it gives the Collateral Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (x) the Triggering Event upon which prompt written notice of such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commissiontermination. (iiic) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 agrees that it shall close not maintain on deposit in the aggregate for all Grantors in the Operating Accounts at any time more than $5,000,000. (d) Unless and until a Notice of its Exclusive Control is issued pursuant to any Account Control Agreement, each Grantor hereby agrees that it will invest (or cause to be invested) amounts on deposit in, or credited to, all Controlled Accounts (and establish replacement Controlled subject to such Account accounts Control Agreement only in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days of 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 judgmentCash Equivalents.

Controlled Accounts. (i) Each Grantor who maintains any cash balances 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 6(k) (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. (ii) Each Grantor who maintains any cash balances 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 waives 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward forward, by daily sweep sweep, all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily 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 such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, the Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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.;

Controlled Accounts. (i) Each Grantor who maintains any cash balances 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 6(k) 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. (ii) Each Grantor who maintains any cash balances 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 (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Datean "Activation Instruction"), 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 Grantor which instruction may include that the Controlled Account Bank forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s 's Account. Agent agrees not to issue instructions referred to in clause (A) above or an Activation Instruction with respect to such the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such instructions or Activation Instruction is issued. Agent agrees to use commercially reasonable efforts instruct the Controlled Account Bank to promptly rescind an Activation Instruction (the “"Rescission”") if: (x1) 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 (y2) 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. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower Grantor may amend Schedule 6(k) 10 to add or replace a Controlled Account Bank or Controlled AccountAccount 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 of 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) [Reserved.]

Controlled Accounts. (i) Each Subject to Schedule 3.3 to the Credit Agreement, each Grantor who maintains any cash balances 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 6(k) reasonably acceptable to Agent (each a “Controlled Account Bank”) (provided that on and after the date that is 60 days after the Closing Date, Xxxxx Fargo Bank, N.A. shall be the sole 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 (ii) Each Subject to Schedule 3.3 to the Credit Agreement, each Grantor who maintains any cash balances 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agentAgent’s Account. Agent agrees not to issue an Activation Instruction with respect to such 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: (x1) 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 (y2) 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. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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.

Controlled Accounts. (i) Each Grantor who maintains any cash balances shall and shall cause each other Grantor to (Ai) 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 6(k) 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors customer and other account debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (Bii) 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 GrantorLoan Party) into a bank account of such Grantor Loan Party (each, a “Controlled Account”) at one of the Controlled Account Banks.; (ii) Each Grantor who maintains any cash balances Controlled Account Bank shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account BankLoan Party, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (Aa) 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 GrantorLoan Party, (Bb) the Controlled Account Bank waives, subordinates, or agrees not to exercise any has no 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 (Cc) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of the Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agentAgent’s Account. Agent agrees not to issue an Activation Instruction with respect to such 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: (x) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit this Agreement, and (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission.; (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower the Grantors may amend Schedule 6(k) 10 to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (Ai) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (Bii) prior to the time of the opening of such Controlled Account, the applicable Grantor Loan Party and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor Parent shall and shall cause each Loan Party to 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 of 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 accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment.;

Controlled Accounts. (i) Each Grantor who maintains any cash balances shall (A) establish The Loan Parties will deposit, and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more will instruct the Eligible Operator, as manager of the banks set forth on Schedule 6(k) Borrowing Base Assets, to deposit all Account Assets (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 Grantoras defined below) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks. (ii) Each Grantor who maintains any cash balances shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to AgentCollateral Service 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 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in In accordance with the terms of the Credit Control Agreement, all amounts deposited in the Collateral Service Accounts shall be automatically swept from the Collateral Service Accounts into the Master Concentration Account from which transfers shall be made, prior to a Monetary Default, to fund any presentments and withdrawals from the Operating Accounts requested by any Loan Party, such that the Collateral Service Accounts and the Operating Accounts shall be zero balance accounts. From and after the occurrence of any Monetary Default (as defined below), the deposit bank under the Control Agreement (i) shall disregard any Loan Party directions with respect to the Master Concentration Account and the Operating Accounts and block any withdrawals by the Loan Parties therefrom, and (yii) no additional Triggering Event has occurred to the extent instructed by the Administrative Agent (which instructions shall be given in the Administrative Agent’s sole discretion), disburse funds from the Master Concentration Account, the Operating Accounts and is continuing prior the Reserve Accounts (subject to the terms of the Reserve Agreement) in order to fund the operating expenses of the Borrowing Base Assets incurred in the ordinary course of business. For a period of ninety (90) days following the date of such Monetary Default (the Rescission or is reasonably expected to occur on or immediately after “Agent Disbursement Period”), the date Administrative Agent may in its sole and absolute discretion (but without any obligation) (i) authorize the disbursement of funds from the Rescission. Confidential treatment is being requested for portions of this document. This copy of Master Concentration Account, the document filed as an exhibit omits Operating Accounts and the confidential information Reserve Accounts (subject to the confidentiality requestterms of the Reserve Agreement) in order to fund the operating expenses of the Borrowing Base Assets incurred in the ordinary course of business, and (ii) exercise any or all of the remedies available under this Agreement, the Control Agreement, the Reserve Agreement or any other Loan Document. Omissions are designated by From and at any time after the symbol [***]. A complete version completion of this document has been filed separately with the Securities Agent Disbursement Period, the Administrative Agent shall (i) cause all amounts collected in the Collateral Service Accounts and Exchange Commission. (iii) So long as no Default any amounts in the Master Concentration Account or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) the Operating Accounts to add or replace a Controlled Account Bank or Controlled Account; provided, however, that be applied (A) such prospective Controlled Account Bank shall be reasonably satisfactory directly to Agent, prepayment of the Revolver Advances and the Obligations and (B) prior to fund the time Reserve Accounts; and (ii) exercise any or all of the opening of such Controlled Accountremedies available under this Agreement, the applicable Grantor and such prospective Controlled Account Bank Control Agreement, the Reserve Agreement or any other Loan Document. For the purposes of this section, “Monetary Default” shall have executed and delivered mean the failure of any Loan Party to Agent a Controlled Account Agreement. Each Grantor pay when due any principal of any Advance (whether at maturity, upon acceleration or otherwise, including, without limitation, any Advance or portion thereof to be repaid pursuant to Section 2.11) or shall close fail to pay any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in interest on any event Advance within forty-five (455) days of notice from Agent that the operating performance, funds transferDomestic Business Days after such interest shall become due, or availability procedures or performance of the Controlled Account Bank with respect any Loan Party shall fail 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.pay any

Controlled Accounts. (ia) Each Grantor who maintains any cash balances Company shall (A) establish and maintain cash management services systems reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated trust account (the “Funding Account”) maintained at the Paying Agent into which proceeds of Revolving Loans may be funded at the direction of Company, Company shall not establish or maintain a type and on terms reasonably satisfactory to Agent at one Deposit Account or more of the banks set forth on Schedule 6(k) (each Securities Account other than a “Controlled Account Bank”)and Company shall not, and shall take reasonable steps cause Servicer not to ensure that all of its and its Subsidiaries’ deposit Collections or proceeds thereof in a Securities Account Debtors forward payment of the amounts owed by them directly to such or Deposit Account which is not a Controlled Account Bank(provided, that, inadvertent and (B) deposit non-reoccurring errors by Servicer in applying such Collections or cause to be deposited proceeds that are promptly, and in any event no later than within two (2) Business Days after Servicer or Company has (or should have had in the first Business Day after the date exercise of receipt reasonable diligence) knowledge thereof, all cured shall not be considered a breach of their this covenant). All Collections (including those sent directly by their Account Debtors and proceeds of Collateral shall be subject to a Grantor) into a bank account an express trust for the benefit of such Grantor (each, a “Controlled Account”) at one Collateral Agent on behalf of the Controlled Account BanksSecured Parties and shall be delivered to the Secured Parties for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. (iib) Each Grantor who maintains any cash balances 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, On 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission first Funding Notice, Company shall cause to be established and maintained, (i) a segregated, non-interest bearing, trust account (or is reasonably expected to occur on or immediately after sub-accounts) in the date name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” in each case bearing a designation clearly indicating that the funds and other property credited thereto are held for Collateral Agent for the benefit of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information Secured Parties and subject to the confidentiality request. Omissions are designated applicable Securities Account Control Agreement and (ii) a segregated, non-interest bearing, Deposit Account into which the proceeds of all Pledged Receivables, including by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuingautomatic debit from Receivables Obligors’ operating accounts, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory deposited in the name of Company designated as the “Lockbox Account” as to Agent, which the Collateral Agent has sole dominion and (Bcontrol over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) prior of the UCC pursuant to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Lockbox Account Bank shall have executed and delivered to Agent a Controlled Account Control Agreement. Each Grantor The Lockbox Account Control Agreement will provide that all funds (less an amount of up to $10,000 or such other amount as shall close any of its Controlled Accounts be mutually agreed in writing (which writing may be via electronic mail) between the Administrative Agent and establish replacement Controlled the Company) in the Lockbox Account accounts in accordance with will be swept daily into the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days of 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 judgmentCollection Account.

Controlled Accounts. (i) Each Grantor who maintains any cash balances Borrower shall and shall cause each Loan Party to (Ai) 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 6(k6(l) (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 (Bii) 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 GrantorLoan Party) into a bank account of such Grantor Loan Party (each, a “Controlled Account”) at one of the Controlled Account Banks. (ii) Each Grantor who maintains any cash balances Controlled Account Bank shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account BankLoan Party, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (Aa) 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 GrantorLoan Party, (Bb) the Controlled Account Bank waives, subordinates, or agrees not to exercise any has no 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 (Cc) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward forward, by daily sweep sweep, all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k6(l) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (Ai) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (Bii) prior to the time of the opening of such Controlled Account, the applicable Grantor Loan Party and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor Borrower shall and shall cause each Loan Party to 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 of 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 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

Controlled Accounts. (i) Each Grantor who maintains any cash balances 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 6(k) (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 third 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. (ii) Each Grantor who maintains any cash balances 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, payment or otherwise agrees to terms regarding setoff or recoupment acceptable to Agent in its Permitted Discretion and (C) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agentAgent’s Account, or comply with such other instructions as Agent shall specify. Agent agrees not to issue an Activation Instruction with respect to such the Controlled Accounts unless a Triggering Event Trigger Period has occurred 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”) if: (x1) the Triggering Event Trigger Period upon which such Activation Instruction was issued has been waived in writing ended in accordance with the terms of the Credit Agreementdefinition thereof, and (y2) no additional Triggering Event Trigger 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. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower Borrowers may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of of, or substantially contemporaneously with, 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 of 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

Controlled Accounts. (i) Each Grantor who maintains any cash balances Within 45 days following the Closing Date (the “Cash Management Transition Period”), Borrower shall (A) establish and maintain cash management services at Lender all Cash Management Services, including all deposit accounts and lockbox services. Such Cash Management Services maintained by Borrower shall be of a type and on terms reasonably satisfactory to Agent Lender; (ii) Until such time as Borrower has established all of its Cash Management Services with Lender, during the Cash Management Transition Period Borrower shall maintain Cash Management Services of a type and on terms reasonably satisfactory to Lender at one or more of the banks set forth on Schedule 6(k) 5.15 to the Information Certificate (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ the Account Debtors of Borrower and each of its Subsidiaries currently making payments to Borrower or a Subsidiary by wire transfer, ACH or other similar means forward payment of the amounts owed by them directly to such the Collection Account or continue to forward payment of the amounts owed by them directly to a bank account of Borrower (each, a “Controlled Account”) at one of the 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 (including those sent directly by their Account Debtors to Borrower or to a GrantorSubsidiary of Borrower) into a bank account of such Grantor (each, a “Controlled the Collection Account”) at one of the Controlled Account Banks.; and (iiiii) Each Grantor who maintains any cash balances During the Cash Management Transition Period, Borrower shall establish and maintain Controlled Account Control Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to AgentLender. 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 Lender directing the disposition of the collected funds in such Controlled Account without further consent by the applicable GrantorBorrower, (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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward forward, by daily sweep standing wire transfer, all amounts in the applicable Controlled Account to the Agent’s Collection Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward or such other account as directed by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange CommissionLender. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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.

Controlled Accounts. (i) Each Grantor who maintains any cash balances 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 6(k) (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 (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. (ii) Each Except to the extent not required under Section 6.11(b) of the Credit Agreement and except with respect to the bank accounts of Dutch Guarantor located in the United Kingdom and maintained at JPMorgan Chase Bank which are required to be closed pursuant to Section 5.20 of the Credit Agreement, each Grantor who maintains any cash balances 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all available amounts in the applicable Controlled Account to the agentAgent’s Account. Agent agrees not to issue an Activation Instruction with respect to such the Controlled Accounts unless a Triggering Cash Dominion Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to promptly rescind an Activation Instruction (the “Rescission”) if: (x1) the Triggering Cash Dominion Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit AgreementAgreement or no longer exists in accordance with the terms of the definition of Cash Dominion Event, and (y2) no additional Triggering Cash Dominion 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. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower Borrowers may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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.

Controlled Accounts. (i) Each Grantor who maintains any cash balances Borrower shall and shall cause each Loan Party to (Ai) 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 6(k6(l) to the Disclosure Letter (each a “Controlled Account Bank”)) and, and subject to Section 6.11 of the Credit Agreement, 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 (Bii) deposit or cause to be deposited promptly, and in any event no later than the first third Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a GrantorLoan Party) into a bank account of such Grantor Loan Party (each, a “Controlled Account”) at one of the Controlled Account Banks. (ii) Each Grantor who maintains any cash balances Controlled Account Bank shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account BankLoan Party, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (Aa) 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 GrantorLoan Party, (Bb) the Controlled Account Bank waives, subordinates, or agrees not to exercise any has no 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 (Cc) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of the Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agentAgent’s Account. Agent agrees not to issue an Activation Instruction with respect to such 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: (x) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit this Agreement, and (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k6(l) to the Disclosure Letter to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (Ai) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (Bii) prior to the time of the opening of such Controlled Account, the applicable Grantor Loan Party and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor Borrower shall and shall cause each Loan Party to 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 of 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.

Controlled Accounts. (i) i. Each Grantor who maintains any cash balances shall (A) establish (within ninety (90) days after the Closing Date with respect to Wxxxx Fargo Bank) 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 6(k) (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 (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. (ii) . Each Grantor who maintains any cash balances 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all available amounts in the applicable Controlled Account to the agent’s Agent's Account. Agent agrees not to issue an Activation Instruction with respect to such the Controlled Accounts unless a Triggering Cash Dominion Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to promptly rescind an Activation Instruction (the “Rescission”) if: (x1) the Triggering Cash Dominion Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit AgreementAgreement or no longer exists in accordance with the terms of the definition of Cash Dominion Event, and (y2) no additional Triggering Cash Dominion 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. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) . So long as no Default or Event of Default has occurred and is continuing, Borrower Borrowers may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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.

Controlled Accounts. (ia) Each Grantor who maintains any cash balances Company shall (A) establish and maintain cash management services of systems acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 6(k) (each a “Controlled Account Bank”)and Company shall not, and shall take reasonable steps cause Servicer, Subservicer and SST Subservicer to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such not deposit Collections or proceeds thereof in an account which is not a Controlled Account Bank(provided, that, inadvertent and (B) deposit non-reoccurring errors by Servicer in applying such Collections or cause to be deposited proceeds that are promptly, and in any event no later than within two (2) Business Days after Servicer or Company has (or should have had in the first Business Day after the date exercise of receipt reasonable diligence) knowledge thereof, all cured shall not be considered a breach of their this covenant). All Collections (including those sent directly by their and proceeds of Collateral shall be held In a Controlled Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one for the benefit of the Controlled Account Banks. (ii) Each Grantor who maintains any cash balances shall establish and maintain Controlled Account Agreements with Administrative 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 on behalf of the funds in such Controlled Account without further consent by Lenders and shall be delivered to the applicable Grantor, (B) Lenders for application to the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment Obligations or any other claim against the applicable Controlled Account amount due under any other than for payment of its service fees and other charges directly related Credit Document as set forth in this Agreement. On or prior to the administration of such Controlled Account and for returned checks or other items of payment, and (C) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the applicable Controlled Account to name of Company and under the Agent’s Account sole dominion and (2) with respect to Controlled Accounts control of any non-Borrower Grantor, upon the instruction of Administrative Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering Event has occurred at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (designated as the “Rescission”) if: (x) Collection Account” bearing a designation clearly indicating that the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with funds and other property credited thereto are held for the terms benefit of the Credit Agreement, and (y) no additional Triggering Event has occurred and is continuing prior to Administrative Agent for the date benefit of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information Lenders and subject to the confidentiality request. Omissions are applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases and Pledged Retail Loans, including by automatic debit from Leases and Retail Loan Obligors’ operating accounts, shall be deposited in the name of Company designated by hereunder as the symbol [***]. A complete version "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of this document has been filed separately with the Securities Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and Exchange Commission. (iii) So long a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as no Default or Event the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of Default has occurred the Lenders and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior subject 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 Control Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled The Lockbox Account accounts Control Agreement will provide that all funds in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days of notice from Agent that Lockbox Account will be swept daily into 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 judgmentCollection Account.

Controlled Accounts. (i) Each Grantor who maintains any cash balances Pledgor shall (Ai) establish and maintain cash management services of a type and on terms reasonably satisfactory acceptable to the Collateral Agent (it being understood that, before the Discharge of First Lien Obligations, any type and terms deemed reasonably acceptable by the First Lien Collateral Agent shall be deemed reasonably acceptable to the Collateral Agent) at one or more of the banks set forth on Schedule 6(k8(m) (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ each other Pledgor’s Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (Bii) 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 GrantorPledgor) into a bank account of such Grantor Pledgor (each, a “Controlled Account”) at one of the Controlled Account Banks. (ii) Each Grantor who maintains any cash balances Controlled Account Bank shall establish and maintain Controlled Account Agreements with the Collateral Agent and the applicable Controlled Account BankPledgor, in form and substance reasonably acceptable to the Collateral Agent (it being understood that, before the Discharge of First Lien Obligations, any form and substance deemed reasonably acceptable by the First Lien Collateral Agent shall be deemed reasonably acceptable to the Collateral Agent). Each such Controlled Account Agreement shall provide, among other things, that after the Discharge of First Lien Obligations (Aa) the Controlled Account Bank will comply with any instructions originated by the Collateral Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable GrantorPledgor, (Bb) the Controlled Account Bank waives, subordinates, or agrees not to exercise any has no 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 (Cc) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of the Collateral Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agentCollateral Agent’s Account. The Collateral Agent agrees not to issue an Activation Instruction with respect to such the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. The Collateral Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (xA) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit this Agreement, and (yB) 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. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k8(m) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (Ai) such prospective Controlled Account Bank shall be reasonably satisfactory to Collateral Agent, and (Bii) prior to the time of the opening of such Controlled Account, the applicable Grantor Pledgor and such prospective Controlled Account Bank shall have executed and delivered to the Collateral Agent a Controlled Account Agreement. Each Grantor After the Discharge of First Lien Obligations, Borrower shall and shall cause each other Pledgor to, 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 of notice from the 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 the Collateral Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.; and

Controlled Accounts. (ia) Each Grantor who maintains any cash balances The Borrower has established and shall (A) establish and maintain cash management services systems reasonably acceptable to the Facility Agent, including, without limitation, with respect to blocked account arrangements. Other than the Controlled Accounts or any accounts established in connection with Collections in respect of any Loan Assets that may be released pursuant to Section 0 hereof in connection with a type Securitization Transaction or a Secondary Transfer Transaction, as the case may be, the Borrower shall not establish or maintain any deposit account and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 6(k) (each a “Controlled Account Bank”)Borrower shall not, and shall take reasonable steps cause the Servicer to ensure not deposit Collections or proceeds thereof (other than Collections or proceeds thereof in respect of any Loan Assets that may be released pursuant to Section 0 hereof in connection with a Securitization Transaction or a Secondary Transfer Transaction, as the case may be, and Collections or proceeds thereof in respect of any Xxxxxxx Xxxx Receivable which are paid into an account held by Xxxxxxx Xxxx) in any account which is not a Controlled Account. The Servicer shall direct Xxxxxxx Xxxx to transfer all Collections in respect of its and its Subsidiaries’ Xxxxxxx Xxxx Receivables to the Waterfall Account Debtors forward payment on at least a weekly basis. All Collections that are proceeds of the amounts owed by them directly to such Controlled Account Bank, Collateral 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 other proceeds of the Controlled Account BanksCollateral shall be subject to an express trust for the benefit of the Collateral Agent on behalf of the Secured Parties. (iib) Each Grantor who maintains any cash balances 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, On 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 prior to the administration of such Controlled Account and for returned checks or other items of payment, and (C) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Original Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in Servicer (on behalf of the applicable Controlled Account Borrower) or the Borrower, as the case may be, has caused to be established and shall thereafter cause to be maintained, (i) the Agent’s Spread Account, (ii) the Reserve Account and (2iii) the Waterfall Account; provided that each such account shall be subject to a Blocked Account Agreement and shall each bear a designation clearly indicating that the funds and other property credited thereto are held for the Collateral Agent for the benefit of the Secured Parties. In the event that the bank at which any of the Controlled Accounts is maintained elects to terminate a Blocked Account Agreement or its banking relationship with the Seller or the Borrower, as the case may be, the Seller or Borrower, as the case may be, covenants and agrees that it shall replace such bank with a new bank satisfactory to the Directing Agent and establish a new Blocked Account Agreement with respect to Controlled Accounts of any non-Borrower Grantorthe affected account within 14 days, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) no such prospective Controlled Account Bank replacement shall be reasonably satisfactory to Agent, and (B) prior to the effective until such time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent as 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 of 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 Blocked Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgmenteffect.

Controlled Accounts. (i) Each Grantor who maintains any cash balances On or before the Closing Date (or such later date as may be agreed to by Agent in its Permitted Discretion), each Loan Party shall (A1) establish and maintain cash management services of a type and systems on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 6(k) financial institutions (each a “Controlled Account Bank”), and ) pursuant to which such Loan Parties shall take reasonable steps to ensure that all of its and its Subsidiariesthe Loan Parties’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B2) deposit or cause to be deposited promptly, and in any event no later than the first third Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a GrantorLoan Party) into a bank account of such Grantor Loan Party (each, a “Controlled Account”) at one of the Controlled Account Banks. (ii) Each Grantor who maintains any cash balances 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 providebe subject to a Control Agreement, which 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 GrantorLoan Party, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise subordinates any of its 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; provided, however, that Borrowers shall only be required to use commercially reasonable efforts to obtain such subordination from the Controlled Account Bank, and (C) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms Any provision of the Credit Agreement, and (y) no additional Triggering Event has occurred and is continuing prior this Section 5.20 to the date of contrary notwithstanding, the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower Loan Parties may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that maintain (A) such prospective Controlled Account Bank shall be reasonably satisfactory to AgentExcluded Accounts, and (B) prior Deposit Accounts, so long as all the cash and Cash Equivalents contained therein consist of (1) proceeds from the issuance or incurrence of Indebtedness (including the Designated Accounts into which the Advances are deposited) or the issuance of Stock, (2) proceeds from the sale or other Disposition of assets (other than ABL Priority Collateral) or (3) proceeds of insurance and condemnation awards (and payments in lieu thereof) relating to any assets (other than ABL Priority Collateral) that are segregated from the time cash management systems of the opening Loan Parties and which Deposit Accounts do not contain any proceeds of such Controlled AccountABL Priority Collateral, the applicable Grantor and such prospective Controlled Account Bank Deposit Accounts shall have executed and delivered not be required to Agent be subject to a Controlled Account Control Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with , other than the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days of notice from Agent that the operating performance, funds transferDesignated Accounts, or availability procedures or performance of the be considered 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 judgmentAccounts.

Controlled Accounts. (ia) Each Grantor who maintains any cash balances Company shall (A) establish and maintain cash management services systems reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated trust account (the “Funding Account”) maintained at the Paying Agent into which proceeds of Revolving Loans may be funded at the direction of Company, Company shall not establish or maintain a type and on terms reasonably satisfactory to Agent at one Deposit Account or more of the banks set forth on Schedule 6(k) (each Securities Account other than a “Controlled Account Bank”)and Company shall not, and shall take reasonable steps cause Servicer not to ensure that all of its and its Subsidiaries’ deposit Collections or proceeds thereof in a Securities Account Debtors forward payment of the amounts owed by them directly to such or Deposit Account which is not a Controlled Account Bank(provided, that, inadvertent and (B) deposit non- EAST\148781874.9 reoccurring errors by Servicer in applying such Collections or cause to be deposited proceeds that are promptly, and in any event no later than within two (2) Business Days after Servicer or Company has (or should have had in the first Business Day after the date exercise of receipt reasonable diligence) knowledge thereof, all cured shall not be considered a breach of their this covenant). All Collections (including those sent directly by their Account Debtors and proceeds of Collateral shall be subject to a Grantor) into a bank account an express trust for the benefit of such Grantor (each, a “Controlled Account”) at one Collateral Agent on behalf of the Controlled Account BanksSecured Parties and shall be delivered to Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. (a) (b) On or prior to the Original Closing Date, Company shall cause to be established and maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Collateral Agent designated as the “Collection Account” in each case bearing a designation clearly indicating that the funds and other property credited thereto are held for Collateral Agent for the benefit of the Lenders and subject to the applicable Securities Account Control Agreement and (ii) Each Grantor who maintains any cash balances a Deposit Account into which the proceeds of all Pledged Receivables, including by automatic debit from Receivables Obligors’ operating accounts, shall establish be deposited in the name of Company designated as the “Lockbox Account” as to which the Collateral Agent has sole dominion and maintain Controlled control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Account Agreements with Control Agreement. The Lockbox Account Control Agreement will provide that all funds (less an amount of up to $10,000 or such other amount as shall be mutually agreed in writing (which writing may be via electronic mail) between the Administrative 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 (ACompany) 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Lockbox Account to will be swept daily into the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Collection Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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.

Controlled Accounts. (i) Each Grantor who maintains any cash balances Within 75 days following the Closing Date (the “Cash Management Transition Period”), each Loan Party shall (A) establish and maintain cash management services at Lender all Cash Management Services, including all deposit accounts and lockbox services. Such Cash Management Services maintained by each Loan Party shall be of a type and on terms reasonably satisfactory to Agent Lender; (ii) Until such time as the Loan Parties have established all of their Cash Management Services with Lender, during the Cash Management Transition Period each Loan Party shall maintain Cash Management Services of a type and on terms reasonably satisfactory to Lender at one or more of the banks set forth on Schedule 6(k6.12(j) to the Information Certificate (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 GrantorLoan Party) into a bank account of such Grantor Loan Party (each, a “Controlled Account”) at one of the Controlled Account Banks.; (iiiii) Each Grantor who maintains any cash balances During the Cash Management Transition Period, each Loan Party shall establish and maintain Controlled Account Control Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to AgentLender. 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 Lender directing the disposition of the collected funds in such Controlled Account without further consent by the applicable GrantorLoan 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward forward, by daily sweep standing wire transfer, all amounts in the applicable Controlled Account to the Agent’s Account Account; and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower during the Cash Management Transition Period, Borrowers may amend Schedule 6(k) 5.15 to the Information Certificate to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account and Controlled Account Bank shall be reasonably satisfactory to AgentLender, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor Loan Party and such prospective Controlled Account Bank shall have executed and delivered to Agent Lender a Controlled Account Control Agreement. Each Grantor Loan Party shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts Accounts in accordance with the foregoing sentenceclause (iii) above) as promptly as practicable and in any event within forty-five thirty (4530) days of notice from Agent Lender that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or AgentLender’s liability under any Controlled Account Control Agreement with such Controlled Account Bank is no longer acceptable to Lender in AgentLender’s reasonable judgment.

Controlled Accounts. (a) Each Grantor hereby agrees that it shall maintain all Account Collateral (i) Each in the case of the Company, with the Collateral Agent in the Recovery Event Proceeds Account, or (ii) in the case of any Grantor who maintains any cash balances shall (including the Company), (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one in an Operating Account or more of the banks set forth on Schedule 6(k) (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 with a bank account of such Grantor or financial institution (each, a “Controlled AccountPledged Account Bank”) at one that has agreed, pursuant to an Account Control Agreement among such Grantor, the Collateral Agent and such Pledged Account Bank, to (1) comply with instructions originated by the Collateral Agent directing the disposition of funds in the Account Collateral without the further consent of such Grantor and (2) waive or subordinate in favor of the Controlled Collateral Agent all claims of such Pledged Account BanksBank (including claims by way of a Lien or right of setoff or right of recoupment) to the Account Collateral. (b) Other than the Recovery Event Proceeds Account, the Initial Controlled Accounts and the Operating Accounts, each Grantor agrees it will not add any bank or financial institution that maintains any deposit or securities account for such Grantor or open any new deposit or securities accounts with any then existing Pledged Account Bank unless the Collateral Agent shall have received (i) at least ten Business Days prior written notice of such additional bank or financial institution or such new account, (ii) Each Grantor who maintains any cash balances shall establish in the case of a bank or financial institution or Pledged Account Bank that is not the Collateral Agent, an Account Control Agreement duly executed by such new Person and maintain Controlled such Grantor, or a supplement to an existing Account Agreements Control Agreement with Agent and the applicable Controlled such then existing Pledged Account Bank, covering such new account and (iii) opinions of Xxxxxxxx & Xxxxxxxx LLP (or other counsel reasonably acceptable to the Collateral Agent) and in-house counsel to such Grantor, in each case, addressed to each Secured Party, with respect to such Account Control Agreement and in form and substance reasonably acceptable satisfactory to the Collateral Agent. Each such Grantor agrees that it will not terminate any bank or financial institution as a Pledged Account Bank or terminate any Account Collateral, except that the Grantor may terminate any Controlled Account Agreement shall provideor Operating Account, among other things, that (A) the Controlled and terminate a bank or financial institution as a Pledged 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Account, if the balance on deposit in, or credited to any such Controlled Account or Operating Account is equal to $0.00 and it gives the Collateral Agent at least ten Business Days’ prior written notice of such termination. (c) Each Grantor agrees that it shall not maintain on deposit in the aggregate for all Grantors in the Operating Accounts at any time more than $5,000,000. (d) Unless and until a Notice of Exclusive Control is issued pursuant to any Account Control Agreement, each Grantor hereby agrees that it will invest (or cause to be invested) amounts on deposit in, or credited to, all Controlled Accounts subject to such Account Control Agreement only in Cash Equivalents; provided that the Collateral Agent shall not issue any Notice of Exclusive Control unless a Triggering Event has occurred at the time such Activation Instruction is issued. Agent agrees instructed to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (x) the Triggering Event upon which such Activation Instruction was issued has been waived in writing do so in accordance with the terms of the Credit Agreement, and (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange CommissionSection 6.01(a). (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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.

Controlled Accounts. (i) Each Grantor who maintains any cash balances 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 6(k) 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; provided, however, that each Grantor shall be permitted to allow Account Debtors located in jurisdictions other than the United States to forward payment of the amounts owed by them directly to Deposit Accounts maintained by such Grantor outside of the United States with a bank that is not a Controlled Account Bank so long as the Grantors are in compliance with Section 6.11(b) of the Credit Agreement, 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 such Account Debtors to a Grantor) into a bank account of such Grantor (each, each a “Controlled Account”) at one of the Controlled Account Banks; provided, however, that, the Grantors shall be permitted to deposit Collections into Deposit Accounts maintained by such Grantor that are not Controlled Accounts so long as the Grantors are in compliance with Section 6.11 (b) of the Credit Agreement. (ii) Each Grantor who maintains any cash balances 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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agentAgent’s Account. Agent agrees not to issue an Activation Instruction with respect to such 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: (x1) the Triggering Event upon which such Activation Instruction was issued has been cured or waived in writing in accordance with the terms of the Credit Agreement, and (y2) 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. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to the Disclosure Letter to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of concurrently with 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 of 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.;

Controlled Accounts. (i) Each Grantor who maintains any cash balances 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 6(k) (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[Reserved]. (ii) Each Grantor who maintains any cash balances Controlled Account Bank shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to AgentGrantor. Each such Controlled Account Agreement shall provide, among other things, that (Aa) the Controlled Account Bank (in its capacity as depositary institution) will comply with any instructions originated by Agent after the First Lien Termination Date directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, ; (Bb) the Controlled Account Bank waives, subordinates, or agrees not to exercise any (in its capacity as a depositary institution) has no 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 (Cc) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of any non-Borrower Grantor, upon the instruction of Agent the Agent, after the First Lien Termination Date (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agentAgent’s Account. Agent agrees not to issue an Activation Instruction with respect to such the Controlled Accounts unless a Triggering it has received written notification that 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 any Activation Instruction previously issued (the “Rescission”) if: (x) the Triggering Event of Default upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of this Agreement or the Credit AgreementIndenture, and (y) no additional Triggering 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. Confidential treatment is being requested for portions of this document. This copy of Rescission and (z) the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document First Lien Termination Date has been filed separately with the Securities and Exchange Commissionnot occurred. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower Issuers may amend Schedule 6(k6(l) to add or replace a Controlled Account Bank or Controlled Account; 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 of 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

Controlled Accounts. (i) Each Grantor who maintains any cash balances Within 60 days following the Closing Date (the “Cash Management Transition Period”), each Loan Party shall establish and maintain at Lender all Cash Management Services, including all deposit accounts and lockbox services; provided, however, that (A) establish each Loan Party may maintain Permitted Foreign Deposit Accounts, (B) Borrower may maintain deposit account no. 827012667 (“Controlled Account”) with HSBC USA NA (the “Controlled Account Bank”), provided that (x) such account complies with Section 6.12(c)(i), and (y) the amount on deposit in such account shall not exceed $50,000 at any time; and (C) this subparagraph (i) shall not apply to any Loan Party that does not maintain cash management services any deposit accounts at any banking institution. Such Cash Management Services maintained by Loan Party shall be of a type and on terms reasonably satisfactory to Agent at one or more of Lender; (ii) During the banks set forth on Schedule 6(k) (Cash Management Transition Period and thereafter, each a “Controlled Account Bank”), and Loan Party shall take reasonable steps to ensure that all of its and its Subsidiaries’ the Account Debtors (excluding Foreign Account Debtors) of each Loan Party forward payment of the amounts owed by them directly to such Controlled the Collection 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 GrantorBorrower but excluding Collections from Foreign Account Debtors) into a bank account of such Grantor (each, a “Controlled the Collection Account”) at one of the Controlled Account Banks.; and (iiiii) Each Grantor who maintains During the Cash Management Transition Period (except to the extent provided in Exhibit C hereto), Loan Parties maintaining any cash balances deposit account other than Permitted Foreign Deposit Accounts shall establish and maintain Controlled Account Control Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to AgentLender. 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 Lender directing the disposition of the collected funds in such Controlled Account without further consent by the applicable GrantorLoan Parties, (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) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, the Controlled Account Bank will forward forward, by daily sweep standing wire transfer, all amounts in the applicable Controlled Account to the Agent’s Collection Account and or such other account as directed by Lender. (2iv) with respect Notwithstanding anything to Controlled Accounts the contrary herein, all deposit accounts of any non-Borrower Grantor, upon the instruction of Agent (an “Activation Instruction”), Loan Parties other than the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering 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”) if: (x) 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 (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to maintained with Lender within 30 days following 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 of 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 judgmentPermitted Foreign Subsidiary Reorganization.