Common use of Deposit Accounts; Securities Accounts Clause in Contracts

Deposit Accounts; Securities Accounts. (a) Except as provided in Section 5.19, the Loan Parties shall (i) continue to deposit in an Approved Deposit Account all cash received by them (other than cash in any Excluded Deposit Account), (iii) not establish or maintain any Securities Account that is not an Approved Securities Account and (iv) not establish or maintain any Deposit Account (other than any Excluded Deposit Account) that is not with a Deposit Account Bank. Each Loan Party shall instruct all account debtors of such Loan Party to remit all payments in Dollars to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Deposit Account Bank (or to remit such payments to the applicable Deposit Account Bank by electronic settlement) with respect to all accounts of such account debtor, which remittances shall be collected by the applicable Deposit Account Bank and deposited into an Approved Deposit Account. All amounts received by any Loan Party and any Deposit Account Bank in respect of any account of an account debtor of any Loan Party shall upon receipt be deposited into an Approved Deposit Account. (b) Each Deposit Account Control Agreement relating to an Approved Deposit Account shall (unless otherwise agreed by the Agent in its sole discretion) include provisions that allow, during any Cash Dominion Period, for all collected amounts held in such Approved Deposit Account from and after the date requested by the Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to an account maintained by the Agent or an Affiliate thereof. Subject to the terms of the respective Security Documents, all amounts received by the Agent shall be applied (and allocated) on a daily basis in accordance with Section 2.09(c). (c) In the event that (i) any Loan Party or any Deposit Account Bank or Securities Intermediary at a financial institution at which an Approved Deposit Account or an Approved Securities Account is open shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason, (ii) the Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open to fail to comply with the applicable Security Document or this Section 5.14 or (iii) the Agent determines in its sole discretion that the financial condition of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open has materially deteriorated, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Deposit Account or Securities Account, as the case may be, to make all future payments to another Approved Deposit Account or Approved Securities Account, as the case may be, in each case subject to a First Priority security interest in favor of the Agent for the benefit of the Secured Parties (subject only to Permitted Liens). (d) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agent and the Lenders hereunder in order for the Agent and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers and in particular that any accommodations of credit are being provided by the Lenders to the Borrowers strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunder. (e) Loan Parties covenant and agree that (i) at no time shall the Loan Parties and their respective subsidiaries, including any Foreign Subsidiary, have on deposit with non-domestic banks, financial institutions, or securities intermediaries an aggregate amount in excess of $30,000,000; and (ii) in the event that amounts on deposit with non-domestic banks, financial institutions, or securities intermediaries at any time exceed $30,000,000, Loan Parties shall transfer or cause to be transferred such excess within three (3) Business Days to an Approved Deposit Account or an Approved Securities Account.

Deposit Accounts; Securities Accounts. (a) Except Within 90 days following the Closing Date (as provided such date may be extended by the Administrative Agent in Section 5.19its sole discretion), the Loan Parties Borrowers and the Subsidiary Guarantors shall (i) have provided an updated Part A and Part B of Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts and Securities Accounts that are Specified Accounts and Excluded Accounts at such time, (ii) have caused each Deposit Account Bank and each Securities Intermediary with whom a Controlled Account is maintained to enter into a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable, and (iii) have deposited (and thereafter continue to deposit deposit) in an Approved Deposit a Specified Account all cash received by them (other than cash in respect of any Excluded Deposit Account)Collateral. Except to the extent permitted by the immediately preceding sentence, (iii) the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Securities Specified Account that is not an Approved Securities Account and (iv) not establish or maintain any Deposit Account (other than any Excluded Deposit Account) that is not with unless a Deposit Account BankControl Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Loan Restricted Party shall instruct all account debtors of such Loan Restricted Party to remit all payments in Dollars to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Deposit Account Bank (or to remit such payments to the applicable Deposit Account Bank by electronic settlement) with respect to all accounts of such account debtor, which remittances shall be collected by the applicable Deposit Account Bank and deposited into an Approved Deposit appropriate Specified Account. All amounts received by any Loan Restricted Party and any Deposit Account Bank in respect of any account of an account debtor of any Loan Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an Approved account debtor of any Restricted Party into a Deposit AccountAccount or Securities Account of Holdings. (b) Each Deposit Account Control Agreement relating to an Approved Deposit Account shall (unless otherwise agreed by the Agent in its sole discretion) include provisions that allow, during any Cash Dominion Period, for all collected amounts held in such Approved Deposit Account from and after the date requested by the Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to an account maintained by the Agent or an Affiliate thereof. Subject to the terms of the respective Security Documents, all amounts received by the Agent shall be applied (and allocated) on a daily basis in accordance with Section 2.09(c). (c) In the event that (i) any Loan Party Borrower, any Subsidiary Guarantor or any Deposit Account Bank or Securities Intermediary at a financial institution at which an Approved Deposit Account or an Approved Securities a Controlled Account is open open, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason, reason or (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14 or (iii) the Agent determines in its sole discretion that the financial condition of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open has materially deteriorated5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Deposit Account or Securities Controlled Account, as the case may be, to make all future payments to another Approved Controlled Account of the Administrative Borrower or a Subsidiary Guarantor in which a Deposit Account Control Agreement or Approved Securities Account, as the case may be, Account Control Agreement is in each case subject to a First Priority security interest in favor of the Agent for the benefit of the Secured Parties (subject only to Permitted Liens)effect. (dc) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agent Agents and the Lenders hereunder in order for the Agent Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers and in particular that any accommodations of credit are being provided by the Lenders to the Borrowers strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunderBorrowers. (e) Loan Parties covenant and agree that (i) at no time shall the Loan Parties and their respective subsidiaries, including any Foreign Subsidiary, have on deposit with non-domestic banks, financial institutions, or securities intermediaries an aggregate amount in excess of $30,000,000; and (ii) in the event that amounts on deposit with non-domestic banks, financial institutions, or securities intermediaries at any time exceed $30,000,000, Loan Parties shall transfer or cause to be transferred such excess within three (3) Business Days to an Approved Deposit Account or an Approved Securities Account.

Deposit Accounts; Securities Accounts. No Loan Party shall, nor shall it permit any of its Subsidiaries that is a Loan Party to, (a) Except as maintain Deposit Accounts with any Person other than a Lender and which is subject to Account Control Agreements, or (b) maintain securities accounts that are not subject to Account Control Agreements; provided in Section 5.19that, the Loan Parties requirements of the foregoing Section 6.26(a) shall not apply to (i) continue to deposit in an Approved Deposit Account all cash received by them Accounts holding exclusively Excluded Funds (other than cash in any Cash Collateral Accounts), (ii) Deposit Accounts and securities accounts to the extent, and only to the extent, constituting “Excluded Deposit Account)Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) of the Security Agreement, (iii) xxxxx cash accounts with an amount not establish or maintain any Securities Account that is not an Approved Securities Account to exceed $250,000 in the aggregate, and (iv) not establish or maintain only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, (A) in the event any Loan Party acquires any Deposit Account (other than any Excluded Deposit Account) that is not with a Deposit Account Bank. Each or securities account pursuant to an Acquisition, such Loan Party shall instruct all account debtors have thirty (30) days from the date of such Loan Party to remit all payments in Dollars to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Deposit Account Bank Acquisition (or such later date as the Administrative Agent may agree to remit such payments to the applicable Deposit Account Bank by electronic settlement) with respect to all accounts of such account debtor, which remittances shall be collected by the applicable Deposit Account Bank and deposited into an Approved Deposit Account. All amounts received by any Loan Party and any Deposit Account Bank in respect of any account of an account debtor of any Loan Party shall upon receipt be deposited into an Approved Deposit Account. (b) Each Deposit Account Control Agreement relating to an Approved Deposit Account shall (unless otherwise agreed by the Agent in its sole discretion) include provisions that allowto deliver to the Administrative Agent an Account Control Agreement therefor, during and (B) as to any Cash Dominion PeriodDeposit Accounts or securities accounts held with Bank of America, N.A. on the Closing Date, such Loan Party shall have thirty (30) days from the Closing Date (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent the Account Control Agreements therefor. Holdings and the Borrower, for all collected amounts held in such Approved Deposit Account from itself and after on behalf of its Subsidiaries that are Loan Parties, hereby authorizes the date requested by the Agent, Administrative Agent to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to an account maintained by the Agent or an Affiliate thereof. Subject deliver notices to the terms depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the respective Security Documents, all amounts received by the Agent shall be applied (and allocated) on a daily basis in accordance with Section 2.09(c). (c) In the event that following circumstances: (i) any Loan Party or any Deposit Account Bank or Securities Intermediary at a financial institution at which following the occurrence of and during the continuation of an Approved Deposit Account or an Approved Securities Account is open shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reasonEvent of Default, (ii) if the Administrative Agent shall demand such termination reasonably believes that a requested transfer by Holdings, the Borrower or any Subsidiary, as applicable, is a result request to transfer any funds from any account to any other account of Holdings, the Deposit Account Bank Borrower or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account any Subsidiary that is open to fail to comply with the applicable Security Document or not permitted under this Section 5.14 or 6.26, (iii) the Agent determines as otherwise agreed to in its sole discretion that the financial condition of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open has materially deterioratedwriting by Holdings, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Deposit Account Borrower or Securities Accountany Subsidiary, as the case may beapplicable, to make all future payments to another Approved Deposit Account or Approved Securities Account, as the case may be, in each case subject to a First Priority security interest in favor of the Agent for the benefit of the Secured Parties (subject only to Permitted Liens). (d) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agent and the Lenders hereunder in order for the Agent and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers and in particular that any accommodations of credit are being provided by the Lenders to the Borrowers strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunder. (e) Loan Parties covenant and agree that (i) at no time shall the Loan Parties and their respective subsidiaries, including any Foreign Subsidiary, have on deposit with non-domestic banks, financial institutions, or securities intermediaries an aggregate amount in excess of $30,000,000; and (iiiv) in the event that amounts on deposit with non-domestic banks, financial institutions, or securities intermediaries at any time exceed $30,000,000, Loan Parties shall transfer or cause to be transferred such excess within three (3) Business Days to an Approved Deposit Account or an Approved Securities Accountas otherwise permitted by applicable Legal Requirement.

Deposit Accounts; Securities Accounts. (a) Except as provided in Section 5.19[Reserved] (b) [Reserved] (c) The Parent Borrower shall, and shall cause the other Domestic Loan Parties shall (i) continue to deposit in an Approved Deposit Account all cash received by them (other than cash in any Excluded Deposit Account)to, (iii) not establish or maintain any Securities Account that is not an Approved Securities Account and (iv) not establish or maintain any cause each Deposit Account (other than excluding any Excluded Deposit Account) that is not with of a Deposit Account Bank. Each Domestic Loan Party shall instruct all account debtors and each Securities Account (excluding any Excluded Securities Account) of such a Domestic Loan Party to remit all payments be subject to a Control Agreement (i) within 120 days in Dollars to the applicable “P.O. Boxes” or “Lockbox Addresses” case of the applicable Deposit Account Bank (or to remit such payments to the applicable Deposit Account Bank by electronic settlement) with respect to all accounts of such account debtor, which remittances shall be collected by the applicable Deposit Account Bank and deposited into an Approved Deposit Account. All amounts received by any Loan Party and any Deposit Account Bank in respect or Securities Account acquired as part of any account a Permitted Acquisition, with such period being deemed to begin on the date of an account debtor the acquisition of any Loan Party shall upon receipt be deposited into an Approved Deposit Account. (b) Each such Deposit Account Control Agreement relating to an Approved Deposit or Securities Account shall or (unless otherwise agreed by ii) within 30 days in the Agent in its sole discretion) include provisions that allow, during any Cash Dominion Period, for all collected amounts held in such Approved Deposit Account from and after the date requested by the Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to an account maintained by the Agent or an Affiliate thereof. Subject to the terms case of the respective Security Documents, all amounts received by the Agent shall be applied (and allocated) on a daily basis in accordance with Section 2.09(c). (c) In the event that (i) any Loan Party or any Deposit Account Bank or Securities Intermediary at a financial institution at which an Approved Deposit Account or an Approved Securities Account is open shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reasoncreated after the Closing Date, (ii) with such period deemed to begin on the Agent shall demand such termination as a result date of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open to fail to comply with the applicable Security Document or this Section 5.14 or (iii) the Agent determines in its sole discretion that the financial condition creation of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open has materially deteriorated, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Deposit Account or Securities Account, as the case may be, to make all future payments to another Approved Deposit Account or Approved Securities Account, as the case may be, in each case subject to a First Priority security interest in favor of the Agent for the benefit of the Secured Parties (subject only to Permitted Liens). (d) The parties hereto hereby acknowledgeEach Control Agreement shall (unless otherwise reasonably agreed by the Administrative Agent) provide, confirm and agree among other things, that (i) the implementation applicable bank or securities intermediary will comply with any instructions originated by the Administrative Agent directing the disposition of the cash management arrangements contemplated herein is a contractual right provided funds in applicable Deposit Account or Securities Account subject to such Control Agreement, without further consent by the applicable Domestic Loan Party, and (ii) the applicable bank or securities intermediary waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Deposit Account or Securities Account other than for (A) payment of its service fees and other charges directly related to the Agent administration of such Deposit Account, (B) returned checks or other items of payment and the Lenders hereunder in order for the Agent and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers and in particular that any accommodations of credit are being provided by the Lenders to the Borrowers strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunder(C) other customary items. (e) Loan Parties covenant So long as no Default or Event of Default has occurred and agree that (iis continuing and subject to compliance with Section 6.17(a) at no time shall of this Agreement, the Loan Parties and their respective subsidiaries, including any Foreign Subsidiary, have on deposit with non-domestic banks, financial institutions, Parent Borrower may amend Schedule 6.17 to add or replace a bank or securities intermediaries intermediary and shall upon such addition or replacement provide to the Administrative Agent an aggregate amount in excess of $30,000,000amended Schedule 6.17; and (ii) provided, however, that, other than in the event that amounts on deposit with non-domestic bankscase of Deposit Accounts or Securities Accounts acquired as part of a Permitted Acquisition, financial institutionsprior to the time of the opening of such Deposit Account (excluding any Excluded Deposit Account) or Securities Account (excluding any Excluded Securities Account), the applicable Domestic Loan Party, the applicable bank or securities intermediaries at any time exceed $30,000,000, Loan Parties intermediary and the Administrative Agent shall transfer or cause to be transferred such excess within three (3) Business Days to an Approved Deposit Account or an Approved Securities Accounthave executed and delivered a Control Agreement.

Deposit Accounts; Securities Accounts. (a) Except as provided With respect to any deposit accounts, securities accounts and security entitlements included in Section 5.19the Collateral, each Debtor shall ensure that the Loan Parties shall Collateral Agent has Control thereof, including that the Collateral Agent has Control of the securities accounts and deposit accounts set forth on Annex D , (i) continue to deposit in an Approved Deposit Account all cash received by them (other than cash in any Excluded Deposit Account), (iii) not establish or maintain any Securities Account that is not an Approved Securities Account and (iv) not establish or maintain any Deposit Account (other than any Excluded Deposit Account) that is not with a Deposit Account Bank. Each Loan Party shall instruct all account debtors of such Loan Party to remit all payments in Dollars to the applicable “P.O. Boxes” or “Lockbox Addresses” case of the applicable Deposit Account Bank (or to remit such payments to deposit accounts, securities accounts and securities entitlements of the applicable Deposit Account Bank by electronic settlement) with respect to all accounts Debtors as of such account debtorthe date hereof, which remittances shall be collected by the applicable Deposit Account Bank and deposited into an Approved Deposit Account. All amounts received by any Loan Party and any Deposit Account Bank in respect of any account of an account debtor of any Loan Party shall upon receipt be deposited into an Approved Deposit Account. (b) Each Deposit Account Control Agreement relating to an Approved Deposit Account shall (unless otherwise agreed by the Agent in its sole discretion) include provisions that allow, during any Cash Dominion Period, for all collected amounts held in such Approved Deposit Account from and within 60 days after the date requested hereof (or as such period may be extended by the Agent, to be sent by ACH or wire transfer or similar electronic transfer Credit Facility Agent but in no less frequently event later than once per Business Day to an account maintained by 90 days after the Agent or an Affiliate thereof. Subject to the terms of the respective Security Documents, all amounts received by the Agent shall be applied (and allocateddate hereof) on a daily basis in accordance with Section 2.09(c). (c) In the event that (i) any Loan Party or any Deposit Account Bank or Securities Intermediary at a financial institution at which an Approved Deposit Account or an Approved Securities Account is open shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason, (ii) the Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open to fail to comply with the applicable Security Document or this Section 5.14 or (iii) the Agent determines in its sole discretion that the financial condition of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open has materially deteriorated, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Deposit Account or Securities Account, as the case may be, to make all future payments to another Approved Deposit Account or Approved Securities Account, as the case may be, in each case subject to a First Priority security interest in favor of the Agent for the benefit of the Secured Parties (subject only to Permitted Liens). (d) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agent and the Lenders hereunder in order for the Agent and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers and in particular that any accommodations of credit are being provided by the Lenders to the Borrowers strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunder. (e) Loan Parties covenant and agree that (i) at no time shall the Loan Parties and their respective subsidiaries, including any Foreign Subsidiary, have on deposit with non-domestic banks, financial institutions, or securities intermediaries an aggregate amount in excess of $30,000,000; and (ii) in the case of the deposit accounts, securities accounts and securities entitlements of the Debtors established or acquired after the date hereof, within 45 days after the date on which such deposit accounts, securities accounts and security entitlements constitute Collateral (or as such period may be extended by the Credit Facility Agent but in no event that amounts on later than 90 days after the date such deposit with non-domestic banksaccounts, financial institutions, securities accounts and security entitlements constitute Collateral). With respect to any securities accounts or securities intermediaries at entitlements, such Control shall be accomplished by the Debtors causing the securities intermediary maintaining such securities account or security entitlement to enter into an agreement (including an agreement to which the Priority Lien Collateral Agent and the Second Lien Collateral Agent are also parties) (i) pursuant to which the securities intermediary shall agree to comply with Collateral Agent’s entitlement orders without further consent by such Debtor and (ii) which shall provide for activation of exclusive control only upon an Event of Default. With respect to any time exceed $30,000,000deposit account, Loan Parties each Debtor shall transfer or cause the depositary institution maintaining such account to be transferred enter into an agreement (including an agreement to which (i) pursuant to which the depository institution shall agree to comply with Collateral Agent’s instructions with respect to disposition of funds in the deposit account without further consent by such excess within three Debtor and (3ii) Business Days to which shall provide for activation of exclusive control only upon an Approved Deposit Account or an Approved Securities AccountEvent of Default.

Deposit Accounts; Securities Accounts. (aA) Except as provided in Subject to Section 5.193.6, the Loan Parties each Borrower and other Obligor shall take all actions necessary to establish Agent’s control of (i1) continue to deposit in an Approved each Deposit Account all cash received that is a collection or concentration account or required by them (other than cash in any Excluded Deposit AccountSection 5.15(d)(ii)(B), (iii2) not establish or maintain any Securities Account that is not an Approved each Securities Account and (iv3) each new Deposit Account and Securities Account opened after the Closing Date (in each case, other than (w) accounts exclusively used for payroll, taxes, trust, employee wage and benefit payments and other fiduciary deposit accounts, (x) zero balance accounts (other than zero balance accounts that are collection or concentration accounts), (y) the Term Loan Collateral Proceeds Account and (z) accounts containing not establish more than $1,000,000 individually and $5,000,000 in the aggregate for all such accounts under this clause (z) at any time (each an “Excluded Account” and collectively for all such accounts in clauses (w) through (z) above, the “Excluded Accounts”)). Unless an Event of Default or maintain Cash Dominion Period then exists, Agent agrees not to give any instruction under any Control Agreement directing disposition of funds in any account subject to such Control Agreement. Notwithstanding the foregoing, the Billings Acquisition Escrow Account shall not be subject to the requirements of this Section 5.15(d)(i)(A) prior to the earlier of the Billings Acquisition Date and the prepayment of the Billings Acquisition Borrowing in accordance with Section 2.4(e)(iii). (B) Each Borrower and each other Obligor shall be the sole account holder of each Deposit Account (other than any an Excluded Deposit Account) that is and Securities Account (other than an Excluded Account) and shall not with allow any other Person (other than Agent) to have control over a Deposit Account Bank. Each or a Securities Account (other than the Term Loan Party shall instruct all account debtors of such Loan Party to remit all payments in Dollars to the applicable “P.O. Boxes” Collateral Proceeds Account) or “Lockbox Addresses” of the applicable Deposit Account Bank (or to remit such payments to the applicable Deposit Account Bank by electronic settlement) with respect to all accounts of such account debtor, which remittances shall be collected by the applicable Deposit Account Bank and any Property deposited into an Approved Deposit Account. All amounts received by any Loan Party and any Deposit Account Bank in respect of any account of an account debtor of any Loan Party shall upon receipt be deposited into an Approved Deposit Accounttherein. (bC) Each Borrower and each other Obligor shall promptly notify Agent of any opening of a Deposit Account Control Agreement relating or a Securities Account (in each case other than an Excluded Account). (D) Within 120 days of the Closing Date, each Obligor shall request and otherwise take such commercially reasonable steps to an Approved Deposit ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 5.10(b)(iv). (E) All Net Cash Proceeds of the sale or other disposition of any Collateral, shall be deposited directly into the applicable Dominion Accounts. (unless otherwise agreed by A) Within 120 days of the Closing Date, until payment in full of the Obligations, each Borrower and the other Obligors shall establish and maintain their primary depository and treasury management relationships with the Agent or any of its Affiliates, except for (i) Excluded Accounts, (ii) other operating and Deposit Accounts maintained with financial institutions located in Hawaii with whom the Obligors currently have accounts, with an aggregate average monthly balance for all such accounts not to exceed $15,000,000; provided that the Agent may increase such $15,000,000 threshold or approve additional financial institutions located in Hawaii in its sole discretion, (iii) include provisions that allowDeposit Accounts with Bank of America, during any Cash Dominion PeriodN.A. or one or more of its Affiliates in relation to Accounts Set-up Under the ExxonMobil SAP Clone, (iv) one or more Deposit Accounts with Fifth Third Bank, National Association or its Affiliates in aggregate amounts not to exceed $50,000,000, and (v) depository or treasury management services for all collected amounts held in such Approved Deposit Account from and after the date requested by the Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to an account maintained by which the Agent or an Affiliate thereof. Subject to one of its Affiliates do not provide in the terms of the respective Security Documents, all amounts received by the Agent shall be applied (and allocated) on a daily basis in accordance with Section 2.09(c)applicable jurisdiction. (cB) In the event that At all times (isubject to Section 3.6), all operating and Deposit Accounts described in Section 5.15(d)(ii)(A)(ii) any Loan Party or any Deposit Account Bank or Securities Intermediary at a financial institution at which an Approved Deposit Account or an Approved Securities Account is open shall terminate be subject to a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason, (ii) the Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open to fail to comply with the applicable Security Document or this Section 5.14 or (iii) the Agent determines in its sole discretion that the financial condition of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open has materially deteriorated, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Deposit Account or Securities Account, as the case may be, to make all future payments to another Approved Deposit Account or Approved Securities Account, as the case may be, in each case subject to a First Priority security interest in favor of the Agent for the benefit of the Secured Parties (subject only to Permitted Liens)Agreement. (d) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agent and the Lenders hereunder in order for the Agent and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers and in particular that any accommodations of credit are being provided by the Lenders to the Borrowers strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunder. (e) Loan Parties covenant and agree that (i) at no time shall the Loan Parties and their respective subsidiaries, including any Foreign Subsidiary, have on deposit with non-domestic banks, financial institutions, or securities intermediaries an aggregate amount in excess of $30,000,000; and (ii) in the event that amounts on deposit with non-domestic banks, financial institutions, or securities intermediaries at any time exceed $30,000,000, Loan Parties shall transfer or cause to be transferred such excess within three (3) Business Days to an Approved Deposit Account or an Approved Securities Account.

Deposit Accounts; Securities Accounts. (a) Except as provided With respect to any deposit accounts, securities accounts and security entitlements included in Section 5.19the Collateral, each Debtor shall ensure that the Loan Parties shall Collateral Agent has Control thereof, including that the Collateral Agent has Control of the securities accounts and deposit accounts set forth on Annex D , (i) continue to deposit in an Approved Deposit Account all cash received by them (other than cash in any Excluded Deposit Account), (iii) not establish or maintain any Securities Account that is not an Approved Securities Account and (iv) not establish or maintain any Deposit Account (other than any Excluded Deposit Account) that is not with a Deposit Account Bank. Each Loan Party shall instruct all account debtors of such Loan Party to remit all payments in Dollars to the applicable “P.O. Boxes” or “Lockbox Addresses” case of the applicable Deposit Account Bank (or to remit such payments to deposit accounts, securities accounts and securities entitlements of the applicable Deposit Account Bank by electronic settlement) with respect to all accounts Debtors as of such account debtorthe date hereof, which remittances shall be collected by the applicable Deposit Account Bank and deposited into an Approved Deposit Account. All amounts received by any Loan Party and any Deposit Account Bank in respect of any account of an account debtor of any Loan Party shall upon receipt be deposited into an Approved Deposit Account. (b) Each Deposit Account Control Agreement relating to an Approved Deposit Account shall (unless otherwise agreed by the Agent in its sole discretion) include provisions that allow, during any Cash Dominion Period, for all collected amounts held in such Approved Deposit Account from and within 60 days after the date requested hereof (or as such period may be extended by the Agent, to be sent by ACH or wire transfer or similar electronic transfer Credit Facility Agent but in no less frequently event later than once per Business Day to an account maintained by 90 days after the Agent or an Affiliate thereof. Subject to the terms of the respective Security Documents, all amounts received by the Agent shall be applied (and allocateddate hereof) on a daily basis in accordance with Section 2.09(c). (c) In the event that (i) any Loan Party or any Deposit Account Bank or Securities Intermediary at a financial institution at which an Approved Deposit Account or an Approved Securities Account is open shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason, (ii) the Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open to fail to comply with the applicable Security Document or this Section 5.14 or (iii) the Agent determines in its sole discretion that the financial condition of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open has materially deteriorated, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Deposit Account or Securities Account, as the case may be, to make all future payments to another Approved Deposit Account or Approved Securities Account, as the case may be, in each case subject to a First Priority security interest in favor of the Agent for the benefit of the Secured Parties (subject only to Permitted Liens). (d) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agent and the Lenders hereunder in order for the Agent and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers and in particular that any accommodations of credit are being provided by the Lenders to the Borrowers strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunder. (e) Loan Parties covenant and agree that (i) at no time shall the Loan Parties and their respective subsidiaries, including any Foreign Subsidiary, have on deposit with non-domestic banks, financial institutions, or securities intermediaries an aggregate amount in excess of $30,000,000; and (ii) in the case of the deposit accounts, securities accounts and securities entitlements of the Debtors established or acquired after the date hereof, within 45 days after the date on which such deposit accounts, securities accounts and security entitlements constitute Collateral (or as such period may be extended by the Credit Facility Agent but in no event that amounts on later than 90 days after the date such deposit with non-domestic banksaccounts, financial institutions, securities accounts and security entitlements constitute Collateral). With respect to any securities accounts or securities intermediaries at entitlements, such Control shall be accomplished by the Debtors causing the securities intermediary maintaining such securities account or security entitlement to enter into an agreement (including an agreement to which the Priority Lien Collateral Agent and the Third Lien Collateral Agent are also parties) (i) pursuant to which the securities intermediary shall agree to comply with Collateral Agent’s entitlement orders without further consent by such Debtor and (ii) which shall provide for activation of exclusive control only upon an Event of Default. With respect to any time exceed $30,000,000deposit account, Loan Parties each Debtor shall transfer or cause the depositary institution maintaining such account to be transferred enter into an agreement (including an agreement to which the Priority Lien Collateral Agent and the Third Lien Collateral Agent are also parties) (i) pursuant to which the depository institution shall agree to comply with Collateral Agent’s instructions with respect to disposition of funds in the deposit account without further consent by such excess within three Debtor and (3ii) Business Days to which shall provide for activation of exclusive control only upon an Approved Deposit Account or an Approved Securities AccountEvent of Default.

Deposit Accounts; Securities Accounts. Subject in all respects to the ABL Intercreditor Agreement: (aw) Except The Loan Parties will maintain their primary depository and treasury management relationships with the Administrative Agent, another Lender or one or more of their respective Affiliates (or a Person that was the Administrative Agent, a Lender or one of their respective Affiliates as provided of the date such relationship was entered into) at all times during the term of the Agreement. (x) The Loan Parties shall, at all times, maintain cash management arrangements and procedures reasonably satisfactory to the Administrative Agent (it being understood and agreed that the cash management arrangements required by the ABL Credit Agreement, as supplemented by Section 5.17(e), are reasonably satisfactory to the Administrative Agent). (y) The Parent Borrower shall, and shall cause the other Loan Parties to, cause each Deposit Account (excluding any Excluded Deposit Account) of a Loan Party and each Securities Account (excluding any Excluded Securities Account) of a Loan Party to be subject to a Control Agreement (i) within 120 days in the case of any Deposit Account or Securities Account acquired as part of a Permitted Acquisition, with such period being deemed to begin on the date of the acquisition of such Deposit Account or Securities Account or (ii) within 30 days in the case of any Deposit Account or Securities Account created after the Closing Date, with such period deemed to begin on the date of the creation of such Deposit Account or Securities Account (or, in each case, such longer periods as the Administrative Agent may agree in its reasonable discretion). (z) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with Section 5.17(a) of this Agreement, the Parent Borrower may amend Schedule 5.17 to add or replace a bank or securities intermediary and shall upon such addition or replacement provide to the Administrative Agent an amended Schedule 5.17; provided, however, that, other than in the case of Deposit Accounts or Securities Accounts acquired as part of a Permitted Acquisition, (i) such prospective bank or securities intermediary shall be satisfactory to the Administrative Agent in its Permitted Discretion (it being understood that any prospective bank or securities intermediary that is a Lender on the Closing Date or an Affiliate of such a Lender shall be deemed to be satisfactory to the Administrative Agent in its Permitted Discretion), and (ii) prior to the time of the opening of such Deposit Account (excluding any Excluded Deposit Account) or Securities Account (excluding any Excluded Securities Account), the applicable Loan Party, the applicable bank or securities intermediary, the ABL Agent and the Administrative Agent shall have executed and delivered a Control Agreement. Each Loan Party shall close any of its Deposit Accounts and Securities Account as promptly as practicable and in any event within 120 days after notice from the Administrative Agent that (x) the operating performance, funds transfer, or availability procedures or performance of such bank or securities intermediary with respect to any Control Agreement or any control agreement unrelated to this Agreement is no longer acceptable in the Administrative Agent’s Permitted Discretion or (y) the Administrative Agent’s liability under any Control Agreement with such bank or securities intermediary is no longer acceptable in the Administrative Agent’s Permitted Discretion. (aa) Subject to Section 5.19, the Loan Parties shall have established the Term Loan Priority Account (i) continue subject to a Control Agreement in favor of the Administrative Agent). Upon Administrative Agent’s reasonable request, or automatically following the occurrence and during the continuance of any Event of Default, and subject to the terms and any applicable limitation language contained in the Loan Documents (including, without limitation, any reinvestment rights set forth in Section 2.11(b)), all net proceeds of Term Loan Priority Collateral shall be remitted to the Term Loan Priority Account. The funds on deposit in an Approved Deposit the Term Loan Priority Account all cash received by them (other than cash in any Excluded Deposit Account)shall, (iii) not establish or maintain any Securities Account that is not an Approved Securities Account and (iv) not establish or maintain any Deposit Account (other than any Excluded Deposit Account) that is not with a Deposit Account Bank. Each Loan Party shall instruct all account debtors of such Loan Party to remit all payments in Dollars to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Deposit Account Bank (or to remit such payments to the applicable Deposit Account Bank by electronic settlement) with respect to all accounts of such account debtor, which remittances shall be collected by the applicable Deposit Account Bank and deposited into an Approved Deposit Account. All amounts received by any Loan Party and any Deposit Account Bank in respect of any account of an account debtor of any Loan Party shall upon receipt be deposited into an Approved Deposit Account. (b) Each Deposit Account Control Agreement relating to an Approved Deposit Account shall (unless otherwise agreed by the Agent in its sole discretion) include provisions that allow, during any Cash Dominion Period, for all collected amounts held in such Approved Deposit Account from and after the date requested by the Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to an account maintained by the Agent or an Affiliate thereof. Subject subject to the terms of the respective Security DocumentsABL Intercreditor Agreement and the applicable Control Agreement, all amounts received by the Agent shall be applied (and allocated) on a daily basis in accordance with Section 2.09(c). (c) In this Agreement. Except when a Default or an Event of Default has occurred and is continuing or during any period when the event that (i) any Loan Party Administrative Agent is exercising rights and remedies pursuant to this Agreement or any Deposit Account Bank or Securities Intermediary at a financial institution at which an Approved Deposit Account or an Approved Securities Account is open shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reasonother Loan Document, (ii) the Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open to fail to comply with the applicable Security Document or this Section 5.14 or (iii) the Agent determines in its sole discretion that the financial condition of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open has materially deteriorated, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Deposit Account or Securities Account, as the case may be, to make all future payments to another Approved Deposit Account or Approved Securities Account, as the case may be, in each case subject to a First Priority security interest in favor of the Agent for the benefit of the Secured Parties (subject only to Permitted Liens). (d) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agent and the Lenders hereunder in order for the Agent and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers and in particular that any accommodations of credit are being provided by the Lenders to the Borrowers strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunder. (e) Loan Parties covenant and agree that (i) at no time shall DB1/ 131320059.16 the Loan Parties and their respective subsidiaries, including any Foreign Subsidiary, have may withdraw the funds on deposit with non-domestic banks, financial institutions, or securities intermediaries an aggregate amount in excess of $30,000,000; and (ii) in the event that amounts on deposit with non-domestic banks, financial institutions, or securities intermediaries Term Loan Priority Account at any time exceed $30,000,000, Loan Parties shall transfer or cause to be transferred such excess within three (3) Business Days to an Approved Deposit Account or an Approved Securities Accountand for any reason not prohibited hereunder.

Deposit Accounts; Securities Accounts. (a) Except Schedule 8.5 sets forth all Deposit Accounts and Securities Accounts maintained by Borrowers and other Obligors, including all Dominion Accounts as provided of the Closing Date. Each Borrower and other Obligors shall take all actions necessary to establish Administrative Agent’s control of each such Deposit Account (i) that is a collections account and (ii) as required by Section 8.5(b) and each such Securities Account and each new Deposit Account and Securities Account opened after the Closing Date (other than (A) accounts exclusively used for payroll, withholding tax and other fiduciary deposit accounts and (B) accounts containing not more than $25,000 individually and $500,000 in Section 5.19the aggregate for all such accounts at any time (each an “Excluded Account” and collectively for all such accounts in clauses (A) and (B) above, the Loan Parties “Excluded Accounts”)). Each Borrower and each other Obligor shall be the sole account holder of each Deposit Account and Securities Account and shall not allow any other Person (other than Administrative Agent,) to have control over a Deposit Account or a Securities Account (other than the Notes Proceeds Collateral Account) or any Property deposited therein. Each Borrower and each other Obligor shall promptly notify Administrative Agent of any opening or closing of a Deposit Account or a Securities Account (other than an Excluded Account) and, with the consent of Administrative Agent, will amend Schedule 8.5 to reflect same. Each Borrower shall (i) continue request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, and (ii) deposit in an Approved Deposit Account all cash received by them (other than cash or cause to be deposited promptly, and in any Excluded Deposit Account)event no later than the first Business Day after the date of receipt thereof, (iii) not establish all cash, checks, drafts or maintain any Securities Account that is not an Approved Securities Account and (iv) not establish other similar items of payment relating to or maintain any Deposit Account (other than any Excluded Deposit Account) that is not with a Deposit Account Bank. Each Loan Party shall instruct all account debtors of such Loan Party to remit all constituting payments in Dollars to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Deposit Account Bank (or to remit such payments to the applicable Deposit Account Bank by electronic settlement) with respect to all accounts of such account debtor, which remittances shall be collected by the applicable Deposit Account Bank and deposited into an Approved Deposit Account. All amounts received by any Loan Party and any Deposit Account Bank made in respect of any account and all Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. All Net Proceeds of an account debtor the sale or other disposition of any Loan Party Collateral, shall upon receipt be deposited directly into an Approved Deposit Accountthe applicable Dominion Accounts. (b) Each Deposit Account Control Agreement relating Commencing on the date that is ninety (90) days after the Closing Date (or such later date as may be agreed to an Approved Deposit Account shall (unless otherwise agreed by the Administrative Agent in its sole discretion) include provisions that allowand continuing until Full Payment of the Obligations, during each Borrower and the other Obligors shall cause all funds or other property of such Borrower or Obligor maintained in any Cash Dominion Period, for all collected amounts held in such Approved Deposit Account from and after the date requested by the Agent, Accounts or Securities Accounts to be sent by ACH solely maintained in Deposit Accounts or wire transfer Securities Accounts held with Bank of America, N.A. or similar electronic transfer no less frequently than once per Business Day to an account maintained by the Agent or an Affiliate thereof. Subject to the terms any of the respective Security Documentsits Affiliates, all amounts received by the Agent shall be applied (and allocated) on a daily basis in accordance with Section 2.09(c). (c) In the event that except for (i) any Loan Party Excluded Accounts and (ii) other operating and Deposit Accounts maintained with financial institutions located in Hawaii with whom the Obligors currently have accounts, with an aggregate average monthly balance for all such accounts not to exceed $10,000,000; provided that the Administrative Agent may increase such $10,000,000 threshold or any approve additional financial institutions located in Hawaii in its sole discretion. At all times starting on the Closing Date, all operating and Deposit Account Bank or Securities Intermediary at a financial institution at which an Approved Deposit Account or an Approved Securities Account is open Accounts described in sub-clause (ii) above shall terminate be subject to a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason, (ii) the Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open to fail to comply with the applicable Security Document or this Section 5.14 or (iii) the Agent determines in its sole discretion that the financial condition of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open has materially deteriorated, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Deposit Account or Securities Account, as the case may be, to make all future payments to another Approved Deposit Account or Approved Securities Account, as the case may be, in each case subject to a First Priority security interest in favor of the Agent for the benefit of the Secured Parties (subject only to Permitted Liens)Agreement. (d) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agent and the Lenders hereunder in order for the Agent and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers and in particular that any accommodations of credit are being provided by the Lenders to the Borrowers strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunder. (e) Loan Parties covenant and agree that (i) at no time shall the Loan Parties and their respective subsidiaries, including any Foreign Subsidiary, have on deposit with non-domestic banks, financial institutions, or securities intermediaries an aggregate amount in excess of $30,000,000; and (ii) in the event that amounts on deposit with non-domestic banks, financial institutions, or securities intermediaries at any time exceed $30,000,000, Loan Parties shall transfer or cause to be transferred such excess within three (3) Business Days to an Approved Deposit Account or an Approved Securities Account.

Deposit Accounts; Securities Accounts. Subject to Section 5.17, Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries that is a Loan Party to, (a) Except as maintain Deposit Accounts that are not subject to Account Control Agreements, or (b) maintain securities accounts that are not subject to Account Control Agreements; provided in Section 5.19that, the Loan Parties requirements of the foregoing Section 6.23(a) shall not apply to (i) continue Deposit Accounts holding exclusively Excluded Funds, (ii) Deposit Accounts and securities accounts to deposit in an Approved Deposit Account all cash received by them (other than cash in any the extent, and only to the extent, constituting “Excluded Deposit Account)Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) of the Security Agreement, (iii) xxxxx cash accounts with an amount not establish or maintain any Securities Account that is not an Approved Securities Account to exceed $250,000 in the aggregate, and (iv) not establish or maintain only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, in the event any Loan Party acquires any Deposit Account or securities account pursuant to an Acquisition, (other than any Excluded Deposit Accounty) that is not with a Deposit Account Bank. Each Loan Party shall instruct all account debtors within 120 days after the date of such Loan Party Acquisition (or such later date as either of the First Lien Agent or the Collateral Agent may agree to remit all payments in Dollars its sole discretion for the delivery of deposit account control agreements in respect thereof) deliver to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Deposit Account Bank (or to remit such payments to the applicable Deposit Account Bank by electronic settlement) with respect to all accounts of such account debtor, which remittances shall be collected by the applicable Deposit Account Bank and deposited into Collateral Agent an Approved Deposit Account. All amounts received by any Loan Party and any Deposit Account Bank in respect of any account of an account debtor of any Loan Party shall upon receipt be deposited into an Approved Deposit Account. (b) Each Deposit Account Control Agreement relating therefor and (z) for so long as any such acquired Deposit Account or securities account is not subject to an Approved Account Control Agreement, no cash or securities shall be transferred to such acquired Deposit Account shall (unless otherwise agreed by or securities account. To the Agent in its sole discretion) include provisions that allowextent permitted under the Intercreditor Agreement, during any Cash Dominion PeriodHoldings and the Borrower, for all collected amounts held in such Approved Deposit Account from itself and after on behalf of its Restricted Subsidiaries that are Loan Parties, hereby authorizes the date requested by the Agent, Collateral Agent to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to an account maintained by the Agent or an Affiliate thereof. Subject deliver notices to the terms depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the respective Security Documents, all amounts received by the Agent shall be applied (and allocated) on a daily basis in accordance with Section 2.09(c). (c) In the event that following circumstances: (i) any Loan Party or any Deposit Account Bank or Securities Intermediary at a financial institution at which following the occurrence of and during the continuation of an Approved Deposit Account or an Approved Securities Account is open shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reasonEvent of Default, (ii) if the Collateral Agent shall demand such termination reasonably believes that a requested transfer by Holdings, the Borrower or any Restricted Subsidiary, as applicable, is a result request to transfer any funds from any account to any other account of Holdings, the Deposit Account Bank Borrower or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account any Restricted Subsidiary that is open to fail to comply with the applicable Security Document or not permitted under this Section 5.14 or 6.23, (iii) the Agent determines as otherwise agreed to in its sole discretion that the financial condition of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open has materially deterioratedwriting by Holdings, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Deposit Account Borrower or Securities Accountany Restricted Subsidiary, as the case may beapplicable, to make all future payments to another Approved Deposit Account or Approved Securities Account, as the case may be, in each case subject to a First Priority security interest in favor of the Agent for the benefit of the Secured Parties (subject only to Permitted Liens). (d) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agent and the Lenders hereunder in order for the Agent and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers and in particular that any accommodations of credit are being provided by the Lenders to the Borrowers strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunder. (e) Loan Parties covenant and agree that (i) at no time shall the Loan Parties and their respective subsidiaries, including any Foreign Subsidiary, have on deposit with non-domestic banks, financial institutions, or securities intermediaries an aggregate amount in excess of $30,000,000; and (iiiv) in the event that amounts on deposit with non-domestic banks, financial institutions, or securities intermediaries at any time exceed $30,000,000, Loan Parties shall transfer or cause to be transferred such excess within three (3) Business Days to an Approved Deposit Account or an Approved Securities Accountas otherwise required by applicable Legal Requirement.

Deposit Accounts; Securities Accounts. Within 60 days of the Closing Date (a) Except or such later date as provided the Administrative Agent may agree in Section 5.19its reasonable discretion), the Loan Parties such Grantor shall (i) continue to deposit in an Approved enter into Deposit Account all cash received by them Control Agreements in respect of Deposit Accounts (other than cash Excluded Accounts) maintained by such Grantor pursuant to which the Administrative Agent shall obtain control (as such term is defined in any Excluded Section 9-104 of Article 9 of the UCC) of such Deposit Account), Accounts and (iiiii) not establish or maintain any enter into Securities Account that Control Agreement in respect of Securities Accounts (other than Excluded Securities Accounts) maintained by such Grantor pursuant to which the Administrative Agent shall obtain control (as such term is not an Approved defined in Section 8-106 of Article 8 of the UCC) of such Securities Account and Account. (iva) not establish or maintain Upon (i) such Grantor opening any Deposit Account (other than any an Excluded Deposit Account) that is not with a Deposit Account Bank. Each Loan Party shall instruct all account debtors of such Loan Party to remit all payments in Dollars to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Deposit Account Bank (or to remit such payments to the applicable Deposit Account Bank by electronic settlement) with respect to all accounts of such account debtor, which remittances shall be collected by the applicable Deposit Account Bank and deposited into an Approved Deposit Account. All amounts received by any Loan Party and any Deposit Account Bank in respect of any account of such Grantor ceasing to be an account debtor of any Loan Party shall upon receipt be deposited into an Approved Deposit Excluded Account. , within 60 days thereof (b) Each Deposit Account Control Agreement relating subject to an Approved Deposit Account shall (unless otherwise agreed extension by the Administrative Agent in its sole discretion) include provisions that allow, during any Cash Dominion Period, for all collected amounts held in such Approved Deposit Account from and after the date requested by the Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to an account maintained by the Agent or an Affiliate thereof. Subject to the terms of the respective Security Documents, all amounts received by the Agent shall be applied (and allocated) on a daily basis in accordance with Section 2.09(c). (c) In the event that (i) any Loan Party or any Deposit Account Bank or Securities Intermediary at a financial institution at which an Approved Deposit Account or an Approved Securities Account is open shall terminate enter into a Deposit Account Control Agreement with the Administrative Agent in order to give the Administrative Agent control (as such term is defined in Section 9-104 of Article 9 of the UCC) of such Deposit Account and (ii) the aggregate balance in all Xxxxx Cash Accounts of the Grantors that are not subject to Deposit Account Control Agreements exceeding $200,000, within 60 days (subject to extension by the Administrative Agent in its sole discretion) enter into Deposit Account Control Agreements with the Administrative Agent in order to give the Administrative Agent control (as such term is defined in Section 9-104 of Article 9 of the UCC) of Xxxxx Cash Accounts such that the aggregate balance in all Xxxxx Cash Accounts of the Grantors that are not subject to Deposit Account Control Agreements is less than $200,000. (b) Upon such Grantor opening any Securities Account (other than an Excluded Securities Account) or any Securities Account of such Grantor ceasing to be an Excluded Securities Account, within 60 days thereof (subject to extension by the Administrative Agent in its sole discretion) enter into a Securities Account Control Agreement for any reason, with the Administrative Agent in order to give the Administrative Agent control (ii) the Agent shall demand as such termination as a result term is defined in Section 8-106 of Article 8 of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open to fail to comply with the applicable Security Document or this Section 5.14 or (iiiUCC) the Agent determines in its sole discretion that the financial condition of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open has materially deteriorated, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Deposit Account or Securities Account, as the case may be, to make all future payments to another Approved Deposit Account or Approved Securities Account, as the case may be, in each case subject to a First Priority security interest in favor of the Agent for the benefit of the Secured Parties (subject only to Permitted Liens). (d) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agent and the Lenders hereunder in order for the Agent and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers and in particular that any accommodations of credit are being provided by the Lenders to the Borrowers strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunder. (e) Loan Parties covenant and agree that (i) at no time shall the Loan Parties and their respective subsidiaries, including any Foreign Subsidiary, have on deposit with non-domestic banks, financial institutions, or securities intermediaries an aggregate amount in excess of $30,000,000; and (ii) in the event that amounts on deposit with non-domestic banks, financial institutions, or securities intermediaries at any time exceed $30,000,000, Loan Parties shall transfer or cause to be transferred such excess within three (3) Business Days to an Approved Deposit Account or an Approved Securities Account.

Deposit Accounts; Securities Accounts. 8.5.1 Schedule 8.5.1 sets forth all Deposit Accounts maintained by Borrowers as of the Closing Date, including all Dominion Accounts. Subject to Section 10.1.11, each Borrower shall take all actions necessary to establish Lender’s control (aprovided Lender agrees that such control shall be subject to the terms and conditions of the Intercreditor Agreement and, in addition, that Lender shall not exercise such control unless an Event of Default then exists) Except as provided in Section 5.19, the Loan Parties shall (i) continue to deposit in an Approved Deposit Account all cash received by them (other than cash in any Excluded Deposit Account), (iii) not establish or maintain any Securities Account that is not an Approved Securities Account and (iv) not establish or maintain any of each such Deposit Account (other than any (a) Deposit Accounts constituting Excluded Deposit Account) that is not with a Deposit Account Bank. Each Loan Party shall instruct all account debtors of such Loan Party to remit all payments in Dollars to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Deposit Account Bank (or to remit such payments to the applicable Deposit Account Bank by electronic settlement) with respect to all accounts of such account debtorProperty, which remittances shall be collected by the applicable Deposit Account Bank and deposited into an Approved Deposit Account. All amounts received by any Loan Party and any Deposit Account Bank in respect of any account of an account debtor of any Loan Party shall upon receipt be deposited into an Approved Deposit Account. (b) Each Deposit Account Control Agreement relating for a period of ninety (90) days after the Closing Date (or such longer period as consented to an Approved Deposit Account shall (unless otherwise agreed by the Agent Lender, in its sole discretion) include provisions that allow, during any Cash Dominion Period, for all collected amounts held in such Approved Deposit Account from and after the date requested by the Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to an account maintained by the Agent or an Affiliate thereof. Subject to the terms of the respective Security Documents, all amounts received by the Agent shall be applied (and allocated) on a daily basis in accordance with Section 2.09(c). (c) In the event that (i) any Loan Party or any Deposit Account Bank or Securities Intermediary at a financial institution at which an Approved Deposit Account or an Approved Securities Account is open shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason, (ii) the Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open to fail to comply with the applicable Security Document or this Section 5.14 or (iii) the Agent determines in its sole discretion that the financial condition of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open has materially deteriorated, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Deposit Account or Securities Account, accounts at each Existing Depositary Bank so long as the case may be, to make all future payments to another Approved Deposit Account or Approved Securities Account, as the case may be, sweep instructions provided in each case subject to a First Priority security interest in favor of the Agent for the benefit of the Secured Parties (subject only to Permitted Liens). (d) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agent and the Lenders hereunder in order for the Agent and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers and in particular that any accommodations of credit Section 8.2.5 are being provided by the Lenders Borrowers and (c) for a period of sixty (60) days after the Closing Date (or such longer period as consented to by Lender, in its sole discretion), the deposit account maintained at JPMorgan Chase Bank, N.A., so long as such account is used solely to receive quarterly annuity payments from The Hartford Financial Services Group, Inc. or any Affiliate thereof). Each Borrower shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than Lender or ABL Lender, so long as subject to the Borrowers strictly on the basis of Intercreditor Agreement) to have control over a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunder. (e) Loan Parties covenant and agree that (i) at no time shall the Loan Parties and their respective subsidiaries, including any Foreign Subsidiary, have on deposit with non-domestic banks, financial institutions, or securities intermediaries an aggregate amount in excess of $30,000,000; and (ii) in the event that amounts on deposit with non-domestic banks, financial institutions, or securities intermediaries at any time exceed $30,000,000, Loan Parties shall transfer or cause to be transferred such excess within three (3) Business Days to an Approved Deposit Account or any Property deposited therein; provided that IMS, consistent with past practice, may receive certain Payment Items on behalf of the Borrowers and deposit such Payment Items into a Dominion Account of a Borrower. Each Borrower shall promptly notify Lender of any opening or closing of a Deposit Account and, with the consent of Lender, will amend Schedule 8.5 to reflect same. 8.5.2 The Borrowers shall, on a daily basis, instruct each of US Bank, National Association and BMO Xxxxxx Bank (each, an Approved “Existing Depositary Bank”) to transfer any and all amounts from each Borrower’s Deposit Accounts at such Existing Depositary Bank to a Dominion Account maintained at ABL Lender. 8.5.3 Schedule 8.5.3 sets forth all Securities AccountAccounts maintained by Borrowers as of the Closing Date. For a period of ninety (90) days after the Closing Date (or such longer period as consented to by Lender, in its sole discretion), the Borrowers may maintain Securities Accounts with securities intermediates other than the Lender or an Affiliate of the Lender, but thereafter all Securities Accounts must be maintained with the Lender or an Affiliate of the Lender. Each Borrower shall take all actions necessary to establish Lender’s control (provided Lender agrees that such control shall be subject to the terms and conditions of the Intercreditor Agreement and, in addition, that Lender shall not exercise such control unless an Event of Default then exists) of each such Securities Account . Each Borrower shall be the sole account holder of each Securities Account and shall not allow any other Person (other than Lender or ABL Lender, so long as subject to the Intercreditor Agreement)) to have control over a Securities Account or any Property deposited therein.

Deposit Accounts; Securities Accounts. (a) Except The Parent Borrower shall, and shall cause the other Domestic Loan Parties to, establish their primary depository and treasury management relationships with the Administrative Agent, another Lender or one or more of their respective Affiliates (or a Person that was the Administrative Agent, a Lender or one of their respective Affiliates as provided in Section 5.19of the date such relationship was entered into) on or before the date that is 120 days after the Closing Date (or such later date as the Administrative Agent may reasonably agree). Unless the Administrative Agent otherwise agrees, once established, the Domestic Loan Parties shall will maintain such primary depository and treasury management relationships with the Administrative Agent, another Lender or one or more of their respective Affiliates (i) continue to deposit in an Approved Deposit Account all cash received by them (other than cash in any Excluded Deposit Account)or a Person that was the Administrative Agent, (iii) not establish a Lender or maintain any Securities Account that is not an Approved Securities Account and (iv) not establish or maintain any Deposit Account (other than any Excluded Deposit Account) that is not with a Deposit Account Bank. Each Loan Party shall instruct all account debtors one of such Loan Party to remit all payments in Dollars to the applicable “P.O. Boxes” or “Lockbox Addresses” their respective Affiliates as of the applicable Deposit Account Bank (or to remit date such payments to relationship was entered into) at all times during the applicable Deposit Account Bank by electronic settlement) with respect to all accounts term of such account debtor, which remittances shall be collected by the applicable Deposit Account Bank and deposited into an Approved Deposit Account. All amounts received by any Loan Party and any Deposit Account Bank in respect of any account of an account debtor of any Loan Party shall upon receipt be deposited into an Approved Deposit AccountAgreement. (b) Each The Parent Borrower shall, and shall cause the other Domestic Loan Parties to, (i) instruct all of its Account Debtors to forward payment of the amounts owed by such Account Debtors directly to a Collection Account (other than with respect to Accounts of Account Debtors consisting of the United States or any department, agent or instrumentality of the United States, if the terms of such Accounts or applicable Law prohibit payment into a Deposit Account subject to a Control Agreement relating Agreement), and (ii) deposit or cause to an Approved Deposit Account shall be deposited promptly, and in any event no later than the third Business Day (unless otherwise agreed by or the Agent in its sole discretion) include provisions that allow, first Business Day during any Cash Dominion Period, for all collected amounts held in such Approved Deposit Account from and ) after the date requested of receipt thereof (or such later date as the Administrative Agent may agree in its sole discretion), all of such Domestic Loan Party's collections and proceeds of ABL Priority Collateral (including those sent directly by any such Account Debtors to such Domestic Loan Party) into a Collection Account. (c) The Parent Borrower shall, and shall cause the other Domestic Loan Parties to, cause each Deposit Account (excluding any Excluded Deposit Account but including each Collection Account) of a Domestic Loan Party and each Securities Account (excluding any Excluded Securities Account) of a Domestic Loan Party to be subject to a Control Agreement (i) within 120 days in the case of any Deposit Account or Securities Account acquired as part of a Permitted Acquisition, with such period being deemed to begin on the date of the acquisition of such Deposit Account or Securities Account or (ii) within 30 days in the case of any Deposit Account or Securities Account created after the Closing Date, with such period deemed to begin on the date of the creation of such Deposit Account or Securities Account. (d) Each Control Agreement shall (unless otherwise reasonably agreed by the Administrative Agent) provide, among other things, that (i) the applicable bank or securities intermediary will comply with any instructions originated by the Administrative Agent directing the disposition of the funds in applicable Deposit Account or Securities Account subject to be sent such Control Agreement, without further consent by ACH the applicable Domestic Loan Party, (ii) the applicable bank or wire transfer securities intermediary waives, subordinates, or similar electronic transfer agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Deposit Account or Securities Account other than for (A) payment of its service fees and other charges directly related to the administration of such Deposit Account, (B) returned checks or other items of payment and (C) other customary items, and (iii) with respect to each Collection Account, upon written notice by the Administrative Agent to the applicable bank or securities intermediary that a Cash Dominion Period has commenced and is continuing (an "Activation Instruction"), the applicable bank will forward no less frequently than once per Business Day all amounts in the applicable Collection Account (net of any customary minimum balance as may be required to an account be maintained in such Collection Account by such depositary bank or as otherwise agreed by the Agent or an Affiliate thereofParent Borrower and the Administrative Agent) to the Administrative Agent's Account. Subject to the terms of the respective Security Documents, all amounts received by the Agent shall be applied (and allocated) on a daily basis in accordance with Section 2.09(c). (c) In the event that (i) any Loan Party or any Deposit Account Bank or Securities Intermediary at a financial institution at which an Approved Deposit Account or an Approved Securities Account is open shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason, (ii) the Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open to fail to comply with the applicable Security Document or this Section 5.14 or (iii) the Agent determines in its sole discretion that the financial condition of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open has materially deteriorated8.02, the applicable Loan Party shall notify all of its obligors that were making payments Administrative Agent agrees not to such terminated Deposit Account or Securities Account, as the case may be, to make all future payments to another Approved Deposit Account or Approved Securities Account, as the case may be, in each case subject to a First Priority security interest in favor of the Agent for the benefit of the Secured Parties (subject only to Permitted Liens). (d) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agent and the Lenders hereunder in order for the Agent and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or issue an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement Activation Instruction with respect to such cash management arrangements any Collection Account unless a Cash Dominion Period is in making accommodations of credit available effect. The Administrative Agent agrees to the Borrowers and use commercially reasonable efforts to rescind an Activation Instruction once no Cash Dominion Period is in particular that any accommodations of credit are being provided by the Lenders to the Borrowers strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereundereffect. (e) Loan Parties covenant So long as no Default or Event of Default has occurred and agree that is continuing and subject to compliance with Section 6.17(a) of this Agreement, the Parent Borrower may amend Schedule 6.17 to add or replace a bank or securities intermediary and shall upon such addition or replacement provide to the Administrative Agent an amended Schedule 6.17; provided, however, that, other than in the case of Deposit Accounts or Securities Accounts acquired as part of a Permitted Acquisition, (i) at no time shall the Loan Parties and their respective subsidiaries, including any Foreign Subsidiary, have on deposit with non-domestic banks, financial institutions, such prospective bank or securities intermediaries intermediary shall be satisfactory to the Administrative Agent in its Permitted Discretion (it being understood that any prospective bank or securities intermediary that is a Lender on the Closing Date or an aggregate amount Affiliate of such a Lender shall be deemed to be satisfactory to the Administrative Agent in excess of $30,000,000; its Permitted Discretion), and (ii) prior to the time of the opening of such Deposit Account (excluding any Excluded Deposit Account but including each Collection Account) or Securities Account (excluding any Excluded Securities Account), the applicable Domestic Loan Party, the applicable bank or securities intermediary and the Administrative Agent shall have executed and delivered a Control Agreement. Each Domestic Loan Party shall close any of its Deposit Accounts and Securities Account as promptly as practicable and in any event within 120 days after notice from the Administrative Agent that (x) the operating performance, funds transfer, or availability procedures or performance of such bank or securities intermediary with respect to any Control Agreement or any control agreement unrelated to this Agreement is no longer acceptable in the event that amounts on deposit Administrative Agent's Permitted Discretion or (y) the Administrative Agent's liability under any Control Agreement with non-domestic banks, financial institutions, such bank or securities intermediaries at any time exceed $30,000,000, Loan Parties shall transfer or cause to be transferred such excess within three (3) Business Days to an Approved Deposit Account or an Approved Securities Accountintermediary is no longer acceptable in the Administrative Agent's Permitted Discretion.

Deposit Accounts; Securities Accounts. (a) Except as provided in Section 5.19, the The Loan Parties shall will maintain their primary depository and treasury management relationships with the Administrative Agent, another Lender or one or more of their respective Affiliates (i) continue to deposit in an Approved Deposit Account all cash received by them (other than cash in any Excluded Deposit Account)or a Person that was the Administrative Agent, (iii) not establish a Lender or maintain any Securities Account that is not an Approved Securities Account and (iv) not establish or maintain any Deposit Account (other than any Excluded Deposit Account) that is not with a Deposit Account Bank. Each Loan Party shall instruct all account debtors one of such Loan Party to remit all payments in Dollars to the applicable “P.O. Boxes” or “Lockbox Addresses” their respective Affiliates as of the applicable Deposit Account Bank (or to remit date such payments to relationship was entered into) at all times during the applicable Deposit Account Bank by electronic settlement) with respect to all accounts term of such account debtor, which remittances shall be collected by the applicable Deposit Account Bank and deposited into an Approved Deposit Account. All amounts received by any Loan Party and any Deposit Account Bank in respect of any account of an account debtor of any Loan Party shall upon receipt be deposited into an Approved Deposit AccountAgreement. (b) Each The Parent Borrower shall, and shall cause the other Loan Parties to, (i) instruct all of its Account Debtors to forward payment of the amounts owed by such Account Debtors directly to a Collection Account (other than with respect to Accounts of Account Debtors consisting of the United States or any department, agent or instrumentality of the United States, if the terms of such Accounts or applicable Law prohibit payment into a Deposit Account subject to a Control Agreement relating Agreement), and (ii) deposit or cause to an Approved Deposit Account shall be deposited promptly, and in any event no later than the third Business Day (unless otherwise agreed by or the Agent in its sole discretion) include provisions that allow, first Business Day during any Cash Dominion Period, for all collected amounts held in such Approved Deposit Account from and ) after the date requested of receipt thereof (or such later date as the Administrative Agent may agree in its sole discretion), all of such Loan Party’s collections and proceeds of Collateral (including those sent directly by any such Account Debtors to such Loan Party) into a Collection Account. (c) The Parent Borrower shall, and shall cause the other Loan Parties to, cause each Deposit Account (excluding any Excluded Deposit Account but including each Collection Account) of a Loan Party and each Securities Account (excluding any Excluded Securities Account) of a Loan Party to be subject to a Control Agreement (i) within 120 days in the case of any Deposit Account or Securities Account acquired as part of a Permitted Acquisition, with such period being deemed to begin on the date of the acquisition of such Deposit Account or Securities Account or (ii) within 30 days in the case of any Deposit Account or Securities Account created after the Closing Date, with such period deemed to begin on the date of the creation of such Deposit Account or Securities Account. (d) Each Control Agreement shall (unless otherwise reasonably agreed by the Administrative Agent) provide, among other things, that (i) the applicable bank or securities intermediary will comply with any instructions originated by the Administrative Agent directing the disposition of the funds in applicable Deposit Account or Securities Account subject to be sent such Control Agreement, without further consent by ACH the applicable Loan Party, (ii) the applicable bank or wire transfer securities intermediary waives, subordinates, or similar electronic transfer agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Deposit Account or Securities Account other than for (A) payment of its service fees and other charges directly related to the administration of such Deposit Account, (B) returned checks or other items of payment and (C) other customary items, and (iii) with respect to each Collection Account, upon written notice by the Administrative Agent to the applicable bank or securities intermediary that a Cash Dominion Period has commenced and is continuing (an “Activation Instruction”), the applicable bank will forward no less frequently than once per Business Day all amounts in the applicable Collection Account (net of any customary minimum balance as may be required to an account be maintained in such Collection Account by such depositary bank or as otherwise agreed by the Agent or an Affiliate thereofParent Borrower and the Administrative Agent) to the Administrative Agent’s Account. Subject to the terms of the respective Security Documents, all amounts received by the Agent shall be applied (and allocated) on a daily basis in accordance with Section 2.09(c). (c) In the event that (i) any Loan Party or any Deposit Account Bank or Securities Intermediary at a financial institution at which an Approved Deposit Account or an Approved Securities Account is open shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason, (ii) the Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open to fail to comply with the applicable Security Document or this Section 5.14 or (iii) the Agent determines in its sole discretion that the financial condition of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open has materially deteriorated8.02, the applicable Loan Party shall notify all of its obligors that were making payments Administrative Agent agrees not to such terminated Deposit Account or Securities Account, as the case may be, to make all future payments to another Approved Deposit Account or Approved Securities Account, as the case may be, in each case subject to a First Priority security interest in favor of the Agent for the benefit of the Secured Parties (subject only to Permitted Liens). (d) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agent and the Lenders hereunder in order for the Agent and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or issue an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement Activation Instruction with respect to such cash management arrangements any Collection Account unless a Cash Dominion Period is in making accommodations of credit available effect. The Administrative Agent agrees to the Borrowers and use commercially reasonable efforts to rescind an Activation Instruction once no Cash Dominion Period is in particular that any accommodations of credit are being provided by the Lenders to the Borrowers strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereundereffect. (e) Loan Parties covenant So long as no Default or Event of Default has occurred and agree that is continuing and subject to compliance with Section 6.17(a) of this Agreement, the Parent Borrower may amend Schedule 6.17 to add or replace a bank or securities intermediary and shall upon such addition or replacement provide to the Administrative Agent an amended Schedule 6.17; provided, however, that, other than in the case of Deposit Accounts or Securities Accounts acquired as part of a Permitted Acquisition, (i) at no time shall the Loan Parties and their respective subsidiaries, including any Foreign Subsidiary, have on deposit with non-domestic banks, financial institutions, such prospective bank or securities intermediaries intermediary shall be satisfactory to the Administrative Agent in its Permitted Discretion (it being understood that any prospective bank or securities intermediary that is a Lender on the Closing Date or an aggregate amount Affiliate of such a Lender shall be deemed to be satisfactory to the Administrative Agent in excess of $30,000,000; its Permitted Discretion), and (ii) prior to the time of the opening of such Deposit Account (excluding any Excluded Deposit Account but including each Collection Account) or Securities Account (excluding any Excluded Securities Account), the applicable Loan Party, the applicable bank or securities intermediary and the Administrative Agent shall have executed and delivered a Control Agreement. Each Loan Party shall close any of its Deposit Accounts and Securities Account as promptly as practicable and in any event within 120 days after notice from the Administrative Agent that (x) the operating performance, funds transfer, or availability procedures or performance of such bank or securities intermediary with respect to any Control Agreement or any control agreement unrelated to this Agreement is no longer acceptable in the event that amounts on deposit Administrative Agent’s Permitted Discretion or (y) the Administrative Agent’s liability under any Control Agreement with non-domestic banks, financial institutions, such bank or securities intermediaries at any time exceed $30,000,000, Loan Parties shall transfer or cause to be transferred such excess within three (3) Business Days to an Approved Deposit Account or an Approved Securities Accountintermediary is no longer acceptable in the Administrative Agent’s Permitted Discretion.

Deposit Accounts; Securities Accounts. (a) Except Within 90 days following the Closing Date (as provided such date may be extended by the Administrative Agent in Section 5.19its sole discretion), the Loan Parties Borrowers and the Subsidiary Guarantors shall (i) have provided an updated Part A and Part B of Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts and Securities Accounts that are Specified Accounts at such time, (ii) have caused each Deposit Account Bank and each Securities Intermediary with whom a Controlled Account that is not a Residual Bank Account is maintained to enter into a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable, and (iii) have deposited (and thereafter continue to deposit deposit) in an Approved Deposit a Specified Account all cash received by them in respect of any Collateral. If, following such 90th (other than cash in or later) day, any Excluded Residual Bank Account remains open, the Borrowers and the Subsidiary Guarantors shall cause each such Deposit Account)Account Bank and each such Securities Intermediary with whom any such Residual Bank Account is maintained to enter into a Deposit Account Control Agreement or Securities Account Control Agreement, (iii) as applicable, within 30 days thereafter. Except to the extent permitted by the immediately preceding two sentences, with respect to the respective periods set forth therein, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Securities Specified Account that is not an Approved Securities Account and (iv) not establish or maintain any Deposit Account (other than any Excluded Deposit Account) that is not with unless a Deposit Account BankControl Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Loan Restricted Party shall instruct all account debtors of such Loan Restricted Party to remit all payments in Dollars to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Deposit Account Bank (or to remit such payments to the applicable Deposit Account Bank by electronic settlement) with respect to all accounts of such account debtor, which remittances shall be collected by the applicable Deposit Account Bank and deposited into an Approved Deposit appropriate Specified Account. All amounts received by any Loan Restricted Party and any Deposit Account Bank in respect of any account of an account debtor of any Loan Restricted Party shall upon receipt be deposited into a Specified Account. Except as provided in Section 5.22, at no time on or after the Fourth Amendment Effective Date shall any Restricted Party (x) instruct any account debtors of such Restricted Party to remit any payments to a Specified Account of the Administrative Borrower and, to the extent that any such payments are received in a Specified Account of the Administrative Borrower, the Administrative Borrower shall transfer such amounts within 5 Business Days to a Specified Account of the Subsidiary HoldCo or (y) deposit any amounts received by any Restricted Party in respect of any account of an Approved Deposit Accountaccount debtor of any Restricted Party into a Specified Account of the Administrative Borrower. (b) Each Deposit Account Control Agreement relating to an Approved Deposit Account shall (unless otherwise agreed by the Agent in its sole discretion) include provisions that allow, during any Cash Dominion Period, for all collected amounts held in such Approved Deposit Account from and after the date requested by the Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to an account maintained by the Agent or an Affiliate thereof. Subject to the terms of the respective Security Documents, all amounts received by the Agent shall be applied (and allocated) on a daily basis in accordance with Section 2.09(c). (c) In the event that (i) any Loan Party Borrower, any Subsidiary Guarantor, or any Deposit Account Bank or Securities Intermediary at a financial institution at which an Approved Deposit Account or an Approved Securities a Controlled Account is open open, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason, reason or (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14 or (iii) the Agent determines in its sole discretion that the financial condition of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open has materially deteriorated5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Deposit Account or Securities Controlled Account, as the case may be, to make all future payments to another Approved Controlled Account that is not a Controlled Account of the Administrative Borrower and in which at Deposit Account Control Agreement or Approved Securities Account, as the case may be, Account Control Agreement is in each case subject to a First Priority security interest in favor of the Agent for the benefit of the Secured Parties (subject only to Permitted Liens)effect. (dc) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agent Agents and the Lenders hereunder in order for the Agent Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers and in particular that any accommodations of credit are being provided by the Lenders to the Borrowers strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunderBorrowers. (e) Loan Parties covenant and agree that (i) at no time shall the Loan Parties and their respective subsidiaries, including any Foreign Subsidiary, have on deposit with non-domestic banks, financial institutions, or securities intermediaries an aggregate amount in excess of $30,000,000; and (ii) in the event that amounts on deposit with non-domestic banks, financial institutions, or securities intermediaries at any time exceed $30,000,000, Loan Parties shall transfer or cause to be transferred such excess within three (3) Business Days to an Approved Deposit Account or an Approved Securities Account.

Deposit Accounts; Securities Accounts. (a) Except Within 120 days following the Closing Date (as provided such date may be extended by the Administrative Agent in Section 5.19its sole discretion), the Loan Parties Borrowers and the Subsidiary Guarantors shall (i) have established a cash management arrangement of a type and on terms satisfactory to the Administrative Agent in its Permitted Discretion (including the establishment of a new Deposit Account, which shall serve as the Specified Disbursement Account), and have provided an updated Schedule 3.27, reflecting a true, correct and complete list of their respective Deposit Accounts and Securities Accounts that are Specified ABL Accounts at such time, (ii) have caused each Deposit Account Bank and each Securities Intermediary with whom a Controlled Account that is not a Residual Bank Account is maintained to enter into a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable, and (iii) have deposited (and thereafter continue to deposit deposit) in an Approved Deposit a Specified ABL Account all cash (including all Collections) received by them in respect of any ABL Priority Collateral. If, following such 120th (other than cash in or later) day, any Excluded Residual Bank Account remains open, the Borrowers and the Subsidiary Guarantors shall cause each Deposit Account)Account Bank and each Securities Intermediary with whom any such Residual Bank Account is maintained to enter into a Deposit Account Control Agreement or Securities Account Control Agreement, (iii) as applicable, within 30 days thereafter. Except to the extent permitted by the immediately preceding two sentences with respect to the respective periods set forth therein, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Securities Specified ABL Account that is not an Approved Securities Account and (iv) not establish or maintain any Deposit Account (other than any Excluded Deposit Account) that is not with unless a Deposit Account BankControl Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified ABL Account is a Non-Controlled Account. Each Loan Restricted Party shall instruct all account debtors of such Loan Restricted Party to remit all payments in Dollars to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Deposit Account Bank (or to remit such payments to the applicable Deposit Account Bank by electronic settlement) with respect to all accounts of such account debtor, which remittances shall be collected by the applicable Deposit Account Bank and deposited into an Approved Deposit appropriate Specified ABL Account. All amounts received by any Loan Restricted Party and any Deposit Account Bank in respect of any account of an account debtor of any Loan Restricted Party shall upon receipt be deposited into an Approved Deposit a Specified ABL Account. (b) Each Deposit Account Control Agreement and Securities Account Control Agreement relating to an Approved Deposit a Controlled Account shall (unless otherwise agreed by the Administrative Agent in its sole discretionPermitted Discretion) include provisions that allowprovide, during any Cash Dominion Periodamong other things, for all collected amounts held in such Approved Deposit Account that, from and after the date requested by the Administrative Agent, to be sent the applicable Deposit Account Bank will transfer all collected amounts held in such Controlled Account by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to an account one or more accounts maintained by the Administrative Agent or an Affiliate thereof; provided, that, the Administrative Agent will not issue any such request (i) with respect to any Controlled Account that receives Collections in respect of any ABL Priority Collateral, except at such time as a Cash Dominion Period exists and is continuing, and (ii) with respect to the any other Controlled Accounts (including the Specified Disbursement Account), except at such time as an Event of Default exists and is continuing. Subject to the terms of the respective Security Documents, all amounts received by the Administrative Agent shall be applied (and allocated) on a daily basis in accordance with Section 2.09(c). (c) In the event that (i) any Loan Party Borrower, any Subsidiary Guarantor, or any Deposit Account Bank or Securities Intermediary at a financial institution at which an Approved Deposit Account or an Approved Securities a Controlled Account is open open, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason, reason or (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14 or (iii) the Agent determines in its sole discretion that the financial condition of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open has materially deteriorated5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Deposit Account or Securities Controlled Account, as the case may be, to make all future payments to another Approved Controlled Account in which at Deposit Account Control Agreement or Approved Securities Account, as the case may be, Account Control Agreement is in each case subject to a First Priority security interest in favor of the Agent for the benefit of the Secured Parties (subject only to Permitted Liens)effect. (d) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agent Agents and the Lenders hereunder in order for the Agent Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers and in particular that any accommodations of credit are being provided by the Lenders to the Borrowers strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunder. (e) Loan Parties covenant and agree that (i) at no time shall the Loan Parties and their respective subsidiaries, including any Foreign Subsidiary, have on deposit with non-domestic banks, financial institutions, or securities intermediaries an aggregate amount in excess of $30,000,000; and (ii) in the event that amounts on deposit with non-domestic banks, financial institutions, or securities intermediaries at any time exceed $30,000,000, Loan Parties shall transfer or cause to be transferred such excess within three (3) Business Days to an Approved Deposit Account or an Approved Securities Account.

Deposit Accounts; Securities Accounts. (a) Except as provided in Section 5.19[Reserved.] (b) [Reserved.] (c) The Parent Borrower shall, and shall cause the other Domestic Loan Parties shall (i) continue to deposit in an Approved Deposit Account all cash received by them (other than cash in any Excluded Deposit Account), (iii) not establish or maintain any Securities Account that is not an Approved Securities Account and (iv) not establish or maintain any cause each Deposit Account (other than excluding any Excluded Deposit Account) that is not with of a Deposit Account Bank. Each Domestic Loan Party shall instruct all account debtors and each Securities Account (excluding any Excluded Securities Account) of such a Domestic Loan Party to remit all payments be subject to a Control Agreement (i) within 120 days in Dollars to the applicable “P.O. Boxes” or “Lockbox Addresses” case of the applicable Deposit Account Bank (or to remit such payments to the applicable Deposit Account Bank by electronic settlement) with respect to all accounts of such account debtor, which remittances shall be collected by the applicable Deposit Account Bank and deposited into an Approved Deposit Account. All amounts received by any Loan Party and any Deposit Account Bank in respect or Securities Account acquired as part of any account a Permitted Acquisition, with such period being deemed to begin on the date of an account debtor the acquisition of any Loan Party shall upon receipt be deposited into an Approved Deposit Account. (b) Each such Deposit Account Control Agreement relating to an Approved Deposit or Securities Account shall or (unless otherwise agreed by ii) within 30 days in the Agent in its sole discretion) include provisions that allow, during any Cash Dominion Period, for all collected amounts held in such Approved Deposit Account from and after the date requested by the Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to an account maintained by the Agent or an Affiliate thereof. Subject to the terms case of the respective Security Documents, all amounts received by the Agent shall be applied (and allocated) on a daily basis in accordance with Section 2.09(c). (c) In the event that (i) any Loan Party or any Deposit Account Bank or Securities Intermediary at a financial institution at which an Approved Deposit Account or an Approved Securities Account is open shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reasoncreated after the Closing Date, (ii) with such period deemed to begin on the Agent shall demand such termination as a result date of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open to fail to comply with the applicable Security Document or this Section 5.14 or (iii) the Agent determines in its sole discretion that the financial condition creation of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open has materially deteriorated, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Deposit Account or Securities Account, as the case may be, to make all future payments to another Approved Deposit Account or Approved Securities Account, as the case may be, in each case subject to a First Priority security interest in favor of the Agent for the benefit of the Secured Parties (subject only to Permitted Liens). (d) The parties hereto hereby acknowledgeEach Control Agreement shall (unless otherwise reasonably agreed by the Administrative Agent) provide, confirm and agree among other things, that (i) the implementation applicable bank or securities intermediary will comply with any instructions originated by the Administrative Agent directing the disposition of the cash management arrangements contemplated herein is a contractual right provided funds in applicable Deposit Account or Securities Account subject to such Control Agreement, without further consent by the applicable Domestic Loan Party and (ii) the applicable bank or securities intermediary waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Deposit Account or Securities Account other than for (A) payment of its service fees and other charges directly related to the Agent administration of such Deposit Account, (B) returned checks or other items of payment and the Lenders hereunder in order for the Agent and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers and in particular that any accommodations of credit are being provided by the Lenders to the Borrowers strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunder(C) other customary items. (e) Loan Parties covenant So long as no Default or Event of Default has occurred and agree that (iis continuing and subject to compliance with Section 6.17(a) at no time shall of this Agreement, the Loan Parties and their respective subsidiaries, including any Foreign Subsidiary, have on deposit with non-domestic banks, financial institutions, Parent Borrower may amend Schedule 6.17 to add or replace a bank or securities intermediaries intermediary and shall upon such addition or replacement provide to the Administrative Agent an aggregate amount in excess of $30,000,000amended Schedule 6.17; and (ii) provided, however, that, other than in the event that amounts on deposit with non-domestic bankscase of Deposit Accounts or Securities Accounts acquired as part of a Permitted Acquisition prior to the time of the opening of such Deposit Account (excluding any Excluded Deposit Account) or Securities Account (excluding any Excluded Securities Account), financial institutionsthe applicable Domestic Loan Party, the applicable bank or securities intermediaries at any time exceed $30,000,000, Loan Parties intermediary and the Administrative Agent shall transfer or cause to be transferred such excess within three (3) Business Days to an Approved Deposit Account or an Approved Securities Accounthave executed and delivered a Control Agreement.

Deposit Accounts; Securities Accounts. (a) Except Within 90 days following the Closing Date (as provided such date may be extended by the Administrative Agent in Section 5.19its sole discretion), the Loan Parties Borrowers and the Subsidiary Guarantors shall (i) have provided an updated Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts and Securities Accounts that are Specified Accounts at such time, (ii) have caused each Deposit Account Bank and each Securities Intermediary with whom a Controlled Account that is not a Residual Bank Account is maintained to enter into a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable, and (iii) have deposited (and thereafter continue to deposit deposit) in an Approved Deposit a Specified Account all cash received by them in respect of any Collateral. If, following such 90th (other than cash in or later) day, any Excluded Residual Bank Account remains open, the Borrowers and the Subsidiary Guarantors shall cause each Deposit Account)Account Bank and each Securities Intermediary with whom any such Residual Bank Account is maintained to enter into a Deposit Account Control Agreement or Securities Account Control Agreement, (iii) as applicable, within 30 days thereafter. Except to the extent permitted by the immediately preceding two sentences, with respect to the respective periods set forth therein, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Securities Specified Account that is not an Approved Securities Account and (iv) not establish or maintain any Deposit Account (other than any Excluded Deposit Account) that is not with unless a Deposit Account BankControl Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Loan Restricted Party shall instruct all account debtors of such Loan Restricted Party to remit all payments in Dollars to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Deposit Account Bank (or to remit such payments to the applicable Deposit Account Bank by electronic settlement) with respect to all accounts of such account debtor, which remittances shall be collected by the applicable Deposit Account Bank and deposited into an Approved Deposit appropriate Specified Account. All amounts received by any Loan Restricted Party and any Deposit Account Bank in respect of any account of an account debtor of any Loan Restricted Party shall upon receipt be deposited into an Approved Deposit a Specified Account. (b) Each Deposit Account Control Agreement relating to an Approved Deposit Account shall (unless otherwise agreed by the Agent in its sole discretion) include provisions that allow, during any Cash Dominion Period, for all collected amounts held in such Approved Deposit Account from and after the date requested by the Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to an account maintained by the Agent or an Affiliate thereof. Subject to the terms of the respective Security Documents, all amounts received by the Agent shall be applied (and allocated) on a daily basis in accordance with Section 2.09(c). (c) In the event that (i) any Loan Party Borrower, any Subsidiary Guarantor, or any Deposit Account Bank or Securities Intermediary at a financial institution at which an Approved Deposit Account or an Approved Securities a Controlled Account is open open, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason, reason or (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14 or (iii) the Agent determines in its sole discretion that the financial condition of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open has materially deteriorated5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Deposit Account or Securities Controlled Account, as the case may be, to make all future payments to another Approved Controlled Account in which at Deposit Account Control Agreement or Approved Securities Account, as the case may be, Account Control Agreement is in each case subject to a First Priority security interest in favor of the Agent for the benefit of the Secured Parties (subject only to Permitted Liens)effect. (dc) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agent Agents and the Lenders hereunder in order for the Agent Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers and in particular that any accommodations of credit are being provided by the Lenders to the Borrowers strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunderBorrowers. (e) Loan Parties covenant and agree that (i) at no time shall the Loan Parties and their respective subsidiaries, including any Foreign Subsidiary, have on deposit with non-domestic banks, financial institutions, or securities intermediaries an aggregate amount in excess of $30,000,000; and (ii) in the event that amounts on deposit with non-domestic banks, financial institutions, or securities intermediaries at any time exceed $30,000,000, Loan Parties shall transfer or cause to be transferred such excess within three (3) Business Days to an Approved Deposit Account or an Approved Securities Account.

Deposit Accounts; Securities Accounts. Within 60 days of the Second Restatement Effective Date (a) Except or such later date as provided the Administrative Agent may agree in Section 5.19its reasonable discretion), the Loan Parties such Grantor shall (i) continue to deposit in an Approved enter into Deposit Account all cash received by them Control Agreements in respect of Deposit Accounts (other than cash Excluded Accounts) maintained by such Grantor pursuant to which the Administrative Agent shall obtain control (as such term is defined in any Excluded Section 9-104 of Article 9 of the UCC) of such Deposit Account), Accounts and (iiiii) not establish or maintain any enter into Securities Account that Control Agreement in respect of Securities Accounts (other than Excluded Securities Accounts) maintained by such Grantor pursuant to which the Administrative Agent shall obtain control (as such term is not an Approved defined in Section 8-106 of Article 8 of the UCC) of such Securities Account and Account. (iva) not establish or maintain Upon (i) such Grantor opening any Deposit Account (other than any an Excluded Deposit Account) that is not with a Deposit Account Bank. Each Loan Party shall instruct all account debtors of such Loan Party to remit all payments in Dollars to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Deposit Account Bank (or to remit such payments to the applicable Deposit Account Bank by electronic settlement) with respect to all accounts of such account debtor, which remittances shall be collected by the applicable Deposit Account Bank and deposited into an Approved Deposit Account. All amounts received by any Loan Party and any Deposit Account Bank in respect of any account of such Grantor ceasing to be an account debtor of any Loan Party shall upon receipt be deposited into an Approved Deposit Excluded Account. , within 30 days thereof (b) Each Deposit Account Control Agreement relating subject to an Approved Deposit Account shall (unless otherwise agreed extension by the Administrative Agent in its sole discretion) include provisions that allow, during any Cash Dominion Period, for all collected amounts held in such Approved Deposit Account from and after the date requested by the Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to an account maintained by the Agent or an Affiliate thereof. Subject to the terms of the respective Security Documents, all amounts received by the Agent shall be applied (and allocated) on a daily basis in accordance with Section 2.09(c). (c) In the event that (i) any Loan Party or any Deposit Account Bank or Securities Intermediary at a financial institution at which an Approved Deposit Account or an Approved Securities Account is open shall terminate enter into a Deposit Account Control Agreement with the Administrative Agent in order to give the Administrative Agent control (as such term is defined in Section 9-104 of Article 9 of the UCC) of such Deposit Account and (ii) the aggregate balance in all Xxxxx Cash Accounts of the Grantors that are not subject to Deposit Account Control Agreements exceeding $10,000,000, within 30 days (subject to extension by the Administrative Agent in its sole discretion) enter into Deposit Account Control Agreements with the Administrative Agent in order to give the Administrative Agent control (as such term is defined in Section 9-104 of Article 9 of the UCC) of Xxxxx Cash Accounts such that the aggregate balance in all Xxxxx Cash Accounts of the Grantors that are not subject to Deposit Account Control Agreements is less than $10,000,000. (b) Upon such Grantor opening any Securities Account (other than an Excluded Securities Account) or any Securities Account of such Grantor ceasing to be an Excluded Securities Account, within 30 days thereof (subject to extension by the Administrative Agent in its sole discretion) enter into a Securities Account Control Agreement for any reason, with the Administrative Agent in order to give the Administrative Agent control (ii) the Agent shall demand as such termination as a result term is defined in Section 8-106 of Article 8 of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open to fail to comply with the applicable Security Document or this Section 5.14 or (iiiUCC) the Agent determines in its sole discretion that the financial condition of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open has materially deteriorated, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Deposit Account or Securities Account, as the case may be, to make all future payments to another Approved Deposit Account or Approved Securities Account, as the case may be, in each case subject to a First Priority security interest in favor of the Agent for the benefit of the Secured Parties (subject only to Permitted Liens). (d) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agent and the Lenders hereunder in order for the Agent and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers and in particular that any accommodations of credit are being provided by the Lenders to the Borrowers strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunder. (e) Loan Parties covenant and agree that (i) at no time shall the Loan Parties and their respective subsidiaries, including any Foreign Subsidiary, have on deposit with non-domestic banks, financial institutions, or securities intermediaries an aggregate amount in excess of $30,000,000; and (ii) in the event that amounts on deposit with non-domestic banks, financial institutions, or securities intermediaries at any time exceed $30,000,000, Loan Parties shall transfer or cause to be transferred such excess within three (3) Business Days to an Approved Deposit Account or an Approved Securities Account.

Deposit Accounts; Securities Accounts. No Loan Party shall, nor shall it permit any of its Subsidiaries that is a Loan Party to, (a) Except as maintain deposit accounts with any Person other than a Lender and which is subject to Account Control Agreements, or (b) maintain securities accounts that are not subject to Account Control Agreements; provided in Section 5.19that, the Loan Parties requirements of the foregoing Section 6.26(a) shall not apply to (i) continue to deposit in an Approved Deposit Account all cash received by them accounts holding exclusively Excluded Funds (other than cash in any Excluded Deposit AccountCash Collateral Accounts), (ii) deposit accounts and securities accounts to the extent, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) of the Security Agreement, and (iii) xxxxx cash accounts with an amount not establish to exceed $250,000 in the aggregate; provided, however, (A) in the event any Loan Party acquires any deposit account or maintain any Securities Account that is not securities account pursuant to an Approved Securities Account and (iv) not establish or maintain any Deposit Account (other than any Excluded Deposit Account) that is not with a Deposit Account Bank. Each Acquisition, such Loan Party shall instruct all account debtors have thirty (30) days from the date of such Loan Party to remit all payments in Dollars to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Deposit Account Bank Acquisition (or such later date as the Administrative Agent may agree to remit such payments to the applicable Deposit Account Bank by electronic settlement) with respect to all accounts of such account debtor, which remittances shall be collected by the applicable Deposit Account Bank and deposited into an Approved Deposit Account. All amounts received by any Loan Party and any Deposit Account Bank in respect of any account of an account debtor of any Loan Party shall upon receipt be deposited into an Approved Deposit Account. (b) Each Deposit Account Control Agreement relating to an Approved Deposit Account shall (unless otherwise agreed by the Agent in its sole discretion) include provisions that allowto deliver to the Administrative Agent an Account Control Agreement therefor, during and (B) as to any Cash Dominion Perioddeposit accounts or securities accounts held with Bank of America, N.A. on the Closing Date, such Loan Party shall have thirty (30) days from the Closing Date (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent the Account Control Agreements therefor. Holdings and the Borrower, for all collected amounts held in such Approved Deposit Account from itself and after on behalf of its Subsidiaries that are Loan Parties, hereby authorizes the date requested by the Agent, Administrative Agent to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to an account maintained by the Agent or an Affiliate thereof. Subject deliver notices to the terms depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the respective Security Documents, all amounts received by the Agent shall be applied (and allocated) on a daily basis in accordance with Section 2.09(c). (c) In the event that following circumstances: (i) any Loan Party or any Deposit Account Bank or Securities Intermediary at a financial institution at which following the occurrence of and during the continuation of an Approved Deposit Account or an Approved Securities Account is open shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reasonEvent of Default, (ii) if the Administrative Agent shall demand such termination reasonably believes that a requested transfer by Holdings, the Borrower or any Subsidiary, as applicable, is a result request to transfer any funds from any account to any other account of Holdings, the Deposit Account Bank Borrower or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account any Subsidiary that is open to fail to comply with the applicable Security Document or not permitted under this Section 5.14 or 6.26, (iii) the Agent determines as otherwise agreed to in its sole discretion that the financial condition of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open has materially deterioratedwriting by Holdings, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Deposit Account Borrower or Securities Accountany Subsidiary, as the case may beapplicable, to make all future payments to another Approved Deposit Account or Approved Securities Account, as the case may be, in each case subject to a First Priority security interest in favor of the Agent for the benefit of the Secured Parties (subject only to Permitted Liens). (d) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agent and the Lenders hereunder in order for the Agent and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers and in particular that any accommodations of credit are being provided by the Lenders to the Borrowers strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunder. (e) Loan Parties covenant and agree that (i) at no time shall the Loan Parties and their respective subsidiaries, including any Foreign Subsidiary, have on deposit with non-domestic banks, financial institutions, or securities intermediaries an aggregate amount in excess of $30,000,000; and (iiiv) in the event that amounts on deposit with non-domestic banks, financial institutions, or securities intermediaries at any time exceed $30,000,000, Loan Parties shall transfer or cause to be transferred such excess within three (3) Business Days to an Approved Deposit Account or an Approved Securities Accountas otherwise permitted by applicable Legal Requirement.