Common use of Deposit Accounts Clause in Contracts

Deposit Accounts. For each Deposit Account that any Grantor at any time opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth therein.

Deposit Accounts. For each Deposit Account that any Grantor at any time opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth therein.

Deposit Accounts. For each Deposit Account that any Grantor at any time opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with With respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account other than Excluded Deposit Accounts opened following the Second Restatement Date, within 90 days (or such later date as the Agent may agree in its reasonable discretion) of the date such Obligor notifies the Agent of the opening of such Deposit Account or the date any Person becomes an Obligor hereunder, (i) each Obligor (including for the avoidance of doubt, the German Borrowers) shall cause each bank or other depository institution at which any GrantorDeposit Account other than any Excluded Deposit Account is maintained, the depositary bank and the Collateral Agent have entered to enter into a cash collateral agreement specially negotiated among such Grantor, the depositary bank Deposit Account Control Agreement (it being understood and the Collateral Agent agreed that customary German law account pledge agreements shall constitute Deposit Account Control Agreements for the specific purpose set forth thereinof this Section) that provides for such bank or other depository institution to transfer to a Dominion Account, on a daily basis, all balances in each such Deposit Account other than any Excluded Deposit Account maintained by any Obligor with such depository institution for application to the Obligations then outstanding following the receipt by such bank or other depository institution of a Liquidity Notice (it being understood that the Agent shall reasonably promptly deliver a copy of such Liquidity Notice to the Lead Borrower), (ii) the Obligors shall establish a Dominion Account and obtain an agreement (in form satisfactory to the Agent) from the Dominion Account bank, establishing the Agent’s control over and first priority Lien (subject only to Permitted Liens) on such Dominion Account, which may be exercised by the Agent during any Liquidity Period, requiring immediate deposit of all remittances received to a Dominion Account (and each Obligor irrevocably appoints the Agent as such Obligor’s attorney-in-fact to collect such balances during a Liquidity Period to the extent any such delivery is not so made) and (iii) each Obligor shall instruct each Account Debtor to make all payments with respect to Current Asset Collateral into Deposit Accounts subject to Deposit Account Control Agreements.

Deposit Accounts. For each Deposit Account deposit account that any Grantor the Guarantor now or at any time hereafter opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor the Guarantor shall, upon at the Collateral AgentLender’s requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Lender, either (ia) cause the depositary bank to agree to comply comply, without further consent of the Guarantor, at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) Lender to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agentdeposit account, or (iib) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) Lender to become the customer of the depositary bank with respect to the Deposit Accountdeposit account, with the Grantor Guarantor being permitted, only with the consent of the Collateral AgentLender, to exercise rights to withdraw funds from such Deposit Accountdeposit account. The Collateral Agent Lender agrees with each Grantor the Guarantor that the Collateral Agent Lender shall not give any such instructions or withhold any withdrawal rights from any Grantorthe Guarantor, unless an Event of Default has occurred and is continuing, or, after giving if effect were given to any withdrawalwithdrawal not otherwise permitted by the Loan Documents, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to (i) any Deposit Account deposit account for which any Grantorthe Guarantor, the depositary bank and the Collateral Agent Lender have entered into a cash collateral agreement specially negotiated among such Grantorthe Guarantor, the depositary bank and the Collateral Agent Lender for the specific purpose set forth therein, (ii) a deposit account for which the Lender is the depositary bank and is in automatic control, and (iii) any deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Guarantor’s employees. Nothing in this Section 4.2 shall be construed to limit or otherwise derogate in any way the Guarantor’s obligations under Section 6.15 of the Credit Agreement.

Deposit Accounts. For each As of the date hereof, no Pledgor has any Deposit Account that any Grantor at any time opens or maintains, Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion), the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest is perfected by Control (except for those Deposit Accounts (Athe “Excluded Deposit Accounts”) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (Bi) for which do not hold for any period Control is prohibited by Governmental Authority so long as the balance of five consecutive days, an aggregate amount in excess of $1,000,000, each such Grantor shall, upon Deposit Account is swept daily to a Deposit Account subject to the Collateral Agent’s requestControl, either (ii) the available balance of which is swept daily to a Deposit Account subject to the Collateral Agent’s Control or (iii) the balance of which is not swept daily to a Deposit Account subject to the Collateral Agent’s Control and which, in the aggregate, contain no more than 15% of total cash of Borrower and its Subsidiaries at any time). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Collateral Agent 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Pledgor shall hereafter establish and maintain an Excluded Deposit Account referenced in clause (i) cause or (ii) of the depositary definition thereof unless such Pledgor shall have issued sweep instructions directing the bank to agree sweep funds from the Excluded Deposit Account to comply at any time a Deposit Account subject to the Collateral Agent’s Control. The Collateral Agent agrees with instructions from each Pledgor that the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank shall not give any instructions directing the disposition of funds from time to time credited to such any Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Grantor, Deposit Account unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph Section 3.4(b) shall not apply to the LC Account. No Pledgor shall grant Control of any Deposit Account for which to any Grantor, the depositary bank and person other than the Collateral Agent have entered into Agent. No Pledgor shall revise or revoke any instructions to a cash collateral agreement specially negotiated among such Grantor, Bank under any Deposit Account Control Agreement without the depositary bank and written consent of the Collateral Agent for the specific purpose set forth thereinAgent.

Deposit Accounts. (i) (x) For deposit accounts holding in the aggregate at least 80% of all amounts held by all Grantors in all deposit accounts that are maintained as of the Closing Date, the applicable Grantors shall execute and deliver, and cause the bank with which such Grantor maintains such deposit accounts (each such bank a “Deposit Account Bank”) to execute and deliver Deposit Account Control Agreements as required by Section 5.13 of the Credit Agreement and (y) for any deposit account that any Grantor at any time opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000after the Closing Date, such Grantor shallshall execute and deliver, upon the Collateral Agent’s request, either (i) and use its best efforts to cause the depositary bank Deposit Account Bank in which any such deposit account is maintained to agree execute and deliver, a Deposit Account Control Agreement; provided, that no Grantor shall permit the aggregate amount held in any such deposit account opened after the Closing Date for which the applicable Deposit Account Bank has not executed and delivered a Deposit Account Control Agreement to comply exceed $25,000 at any time with instructions from one time. The Grantors shall not permit the aggregate amount held in accounts for which no Deposit Account Control Agreement has been executed by a Deposit Account Bank and delivered to the Administrative Agent to exceed $500,000 at any time. Grantors will maintain cash management systems reasonably acceptable to the Collateral Agent (or, prior to it being understood that the Discharge of First Lien Obligations, cash management system as in effect on the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory Closing Date is acceptable to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction). The provisions of this paragraph clause (i) shall not apply to any Deposit Account deposit account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash is the Deposit Account Bank or the customer of such bank with respect to such deposit account. (ii) Each Grantor acknowledges and agrees that (x) the funds on deposit in the deposit accounts shall continue to be collateral agreement specially negotiated among such Grantorsecurity for all the Obligations and (y) upon the occurrence and during the continuance of an Event of Default and if expressly consented to in writing by the Required Lenders (which consent may not be unreasonably withheld), the depositary bank and funds on deposit in such deposit accounts shall be applied as provided in Section 5.02. Each Grantor irrevocably authorizes the Collateral Agent for to (A) notify each Sub-Agent of the specific purpose set forth thereinoccurrence of an Event of Default and (B) following the occurrence of an Event of Default and if expressly consented to in writing by the Required Lenders (which consent may not be unreasonably withheld), instruct each Sub-Agent to apply the funds on deposit in such deposit account in accordance with Section 5.

Deposit Accounts. For each Deposit Account that any Grantor at any Upon the request of the Agent, the Borrower shall, and shall cause its relevant Subsidiaries and the relevant depository financial institutions, to execute, deliver and/or file or record such additional Security Documents as the Agent shall deem necessary or advisable from time opens or maintainsto time to maintain, create and perfect a first priority security interest in favor of the Agent in all "deposit accounts" (as defined in the Uniform Commercial Code) of the Borrower and its Subsidiaries (other than Deposit Accounts the Special Purpose Subsidiary and the Letter-of-Credit Subsidiary) in existence on the Third Amendment Effective Date and all after-acquired deposit accounts in which the Borrower or any of its Subsidiaries (Aother than the Special Purpose Subsidiary and the Letter-of-Credit Subsidiary) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount maintains a balance in excess of $1,000,00050,000.00; provided, such Grantor shallhowever, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply that no mandatory cash sweeps shall be required at any time with instructions from when no Event of Default has occurred and is continuing; and provided further that the Collateral Agent (orBorrower and its Subsidiaries shall, prior within 45 days after the Third Amendment Effective Date, deliver control agreements in form and substance satisfactory to the Discharge Agent and the relevant depository financial institutions and signed by the respective account holder and depository financial institution with respect to all deposit accounts of First Lien Obligationsthe Borrower and its Subsidiaries (other than the Special Purpose Subsidiary and the Letter-of-Credit Subsidiary) in existence on the Third Amendment Effective Date. After the Third Amendment Effective Date, the First Lien Collateral AgentBorrower and its Subsidiaries shall not open any deposit account (other than any account relating to the operation of a Station in which the balance does not exceed $50,000.00) unless the Borrower shall have delivered to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an Agent a control agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for Agent and the Collateral Agent (or, prior to relevant depository financial institutions and signed by the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank respective account holder and depository financial institution with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereindeposit account.

Deposit Accounts. For As of the date hereof, the Grantors have no Deposit Accounts other than the accounts listed in Schedule 5 to the Perfection Certificate. The Administrative Agent has a security interest, subject to the Intercreditor Agreement, in each Deposit Account that any Grantor at any time opens or maintainsspecified on Schedule 5 to the Perfection Certificate hereto (behind only the liens of the ABL/SOA Agent and the Supply and Offtake Secured Party), which security interest (other than in the case of an Excluded Deposit Accounts (AAccount or a Deposit Account that is Excluded Property) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period is perfected by Control by virtue of five consecutive days, an aggregate amount execution and delivery of a Control Agreement in excess favor of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Administrative Agent (or, prior to the Discharge of First Lien ObligationsABL/SOA Termination Date, the First Lien Collateral AgentABL/SOA Agent (as collateral agent and bailee for the Administrative Agent pursuant to the Intercreditor Agreement) with respect to each such Deposit Account. Subject to the Intercreditor Agreement, no Grantor shall hereafter establish or maintain, any Deposit Account (other than an Excluded Deposit Account) unless such account is with JPMorgan Chase Bank, N.A. (or an affiliate thereof) and contemporaneously with (i) the establishment thereof or (ii) in the case of any Deposit Account which ceases to qualify as an Excluded Deposit Account in accordance with the definition of “Excluded Deposit Account,” promptly after such time that such Deposit Account ceases to be an Excluded Deposit Account, such Grantor enters into a Control Agreement in favor of the Administrative Agent or, prior to the ABL/SOA Termination Date, the ABL/SOA Agent (as collateral agent and bailee for the Administrative Agent pursuant to the Intercreditor Agreement) with respect to such depositary bank Deposit Account. Subject to the Intercreditor Agreement, the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to such any Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or Account (iiexcluding Excluded Deposit Accounts) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from the Grantors with respect to funds from time to time credited to any Grantor, Deposit Account (excluding Excluded Deposit Accounts) unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, and upon the cure or waiver by the applicable Required Lenders of such Event of Default, so long as no other Event the Administrative Agent shall deliver a notice rescinding such instructions and thereupon control of Default such Deposit Account shall then exist or be continuingrevert to the Grantors. Subject to the terms of the Intercreditor Agreement, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph Grantors shall not apply grant or purport to grant Control of any Deposit Account for which (excluding Excluded Deposit Accounts or any GrantorDeposit Account that constitutes Excluded Property) to any person other than the Administrative Agent or, prior to the ABL/SOA Termination Date, the depositary bank ABL/SOA Agent (as collateral agent and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent bailee for the specific purpose set forth thereinAdministrative Agent pursuant to the Intercreditor Agreement).

Deposit Accounts. For Such Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed in Schedule 17 annexed to the Perfection Certificate and, (ii) except as the Collateral Agent may otherwise agree, the Collateral Agent has a perfected first priority security interest in each Deposit Account that listed in Schedule 17 annexed to the Perfection Certificate by Control. No Pledgor shall hereafter establish and maintain any Grantor at any time opens or maintains, other than Deposit Accounts Account unless (A1) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from applicable Pledgor shall have given the Collateral Agent 30 days' prior written notice (oror such lesser notice period as the Collateral Agent may agree to) of its intention to establish such new Deposit Account with a Bank, prior (2) such Bank shall be reasonably acceptable to the Discharge of First Lien ObligationsCollateral Agent and, (3) except as the First Lien Collateral Agent) Agent may otherwise agree, such Bank and such Pledgor shall have duly executed and delivered to such depositary bank directing the disposition of funds from time to time credited Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account, without further consent Account substantially in the form of such Grantor Exhibit 5 annexed hereto or any other person, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent. Each Pledgor agrees that at the time it establishes any additional Deposit Accounts it shall, or (ii) arrange for except as the Collateral Agent (ormay otherwise agree, prior to the Discharge of First Lien Obligationsenter into a duly authorized, the First Lien Collateral Agent) to become the customer of the depositary bank executed and delivered Deposit Account Control Agreement with respect to such Deposit Account substantially in the Deposit Account, with the Grantor being permitted, only with the consent form of Exhibit 5 annexed hereto or reasonably satisfactory to the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any such instructions pursuant to any Deposit Account Control Agreement or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Grantor, Deposit Account unless an Event of Default has occurred and is continuingcontinuing (except, or, after giving effect to any withdrawal, would occur; provided, however, upon if the waiver by Collateral Agent is the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuingBank, the Collateral Agent shall revoke any may take such instructionactions pursuant to the operating agreement(s) governing such Deposit Account). The provisions of this paragraph Section 3.4(b) shall not apply to the Collateral Account. No Pledgor shall grant Control of any Deposit Account for which to any Grantorperson other than the Collateral Agent. Notwithstanding the foregoing, each applicable Pledgor shall, and shall cause each of its Subsidiaries to, as expeditiously as possible, but in no event later than the depositary bank and 60th day following the Closing Date (unless the Administrative Agent, in its sole discretion, shall agree to a later date), to the extent required under this subsection 3.4(b) unless the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantorshall otherwise agree, the depositary bank endorse, execute and deliver, or cause to be endorsed, executed and delivered, as applicable, all other certificates, agreements (including Control Agreements), or instruments necessary to perfect the Collateral Agent for Agent's security interest in each Deposit Account listed, as of the specific purpose set forth thereindate hereof, on Schedule 17 annexed to the Perfection Certificate, together with all consents from all banks and other financial institutions in which such Deposit Account is located.

Deposit Accounts. For each Deposit Account that any Grantor at any time opens or maintains(a) The Grantors, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligationsextent required by the ABL Credit Agreement, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds may from time to time credited to establish deposit accounts (the “Deposit Accounts”) with certain depositary banks in which collections from Inventory and Accounts may be deposited. To the extent that any such Deposit AccountAccount is under the control of the ABL Agent at any time, the ABL Agent will act as gratuitous bailee for each Pari Term Loan Debt Agent for the purpose of perfecting the Liens of the Pari Term Loan Debt Secured Parties in such Deposit Accounts and the cash and other assets therein as provided in Section 3.01 (but will have no duty, responsibility or obligation to the Pari Term Loan Debt Secured Parties (including, without further consent limitation, any duty, responsibility or obligation as to the maintenance of such Grantor control, the effect of such arrangement or any other personthe establishment of such perfection). Unless the Junior Liens on such ABL First Lien Collateral shall have been or concurrently are released, pursuant to an agreement in form and substance satisfactory to after the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the occurrence of Discharge of First Lien Senior Secured Debt Obligations, the ABL Agent shall, to the extent that the same are then under the sole dominion and control of the ABL Agent and that such action is otherwise within the power and authority of the ABL Agent pursuant to the ABL Documents, at the request of any Pari Term Loan Debt Agent, cooperate with Grantors and the other Pari Term Loan Debt Agents (at the expense of the Grantors) in permitting control of any Deposit Accounts to be transferred to the Controlling Term Loan Debt Agent (or for other arrangements with respect to each such Deposit Accounts satisfactory to each Pari Term Loan Debt Agent to be made): (b) The Grantors, the Representatives, the Secured Parties and all other-parties hereto agree that only proceeds of the Term Loan First Lien Collateral Agent) may be deposited in the Collateral Proceeds Account and agree to become take all other actions necessary to give effect to the customer intent of this Section 3.02(b). Without limiting the generality of the depositary bank foregoing, each Pari Term Loan Debt Agent hereby agrees that if the Collateral Proceeds Account contains any proceeds of the ABL First Lien Collateral, it shall hold such proceeds in trust for the ABL Secured Parties and transfer such proceeds the ABL Secured Parties reasonably promptly after obtaining actual knowledge or notice from the ABL Secured Parties that it has possession of such proceeds in accordance with respect Section 2.04(b). Each Pari Term Loan Debt Agent shall give written notice to the Deposit Account, with the Grantor being permitted, only with the consent of ABL Agent identifying the Collateral Agent, to exercise rights to withdraw funds from such Deposit Proceeds Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth therein.

Deposit Accounts. For each Deposit Account that any Grantor Pledgor at any time opens or maintains, other than Deposit Accounts such Pledgor shall promptly notify the Collateral Agent thereof and either (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) pursuant to a Control Agreement cause the depositary bank applicable depository Bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank Bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor Pledgor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (iiB) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank applicable depository Bank with respect to the Deposit Account, with the Grantor Pledgor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit AccountAccount pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent. As of the date hereof, such Pledgor maintains no Deposit Accounts other than (A) those set forth in Schedule 13 to the Perfection Certificate or (B) those for which the applicable Pledgor has provided notice thereof to Collateral Agent pursuant to the preceding sentence. Each such Deposit Account is subject to a Control Agreement which is in full force and effect. The Collateral Agent agrees with each Grantor Pledgor that (x) the Collateral Agent shall not give any such instructions directing the disposition of funds, issue a notice of sole control or any similar instructions or withhold any withdrawal rights from any GrantorPledgor, unless an Event of Default has occurred and is continuing, or, continuing or after giving effect to any withdrawal, withdrawal that would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, occur and (y) the Collateral Agent shall revoke promptly deliver notice to the applicable depository Bank rescinding any notice of sole control or any similar instructions at such instructiontime as an Event of Default is no longer continuing. The provisions of this paragraph Section 3.04(b) shall not apply to the Collateral Account or to any other Deposit Account Accounts for which any Grantor, the depositary bank and the Collateral Agent have entered into is the depository or as set forth in clause (ii) below. The Collateral Agent shall deliver a cash collateral agreement specially negotiated among copy of any notice of sole control or similar instructions to the applicable Pledgor simultaneously with the delivery of such Grantor, notice to the depositary bank and applicable depository Bank; provided that failure to deliver such notice shall not limit the Collateral Agent for Agent’s right to take such action or the specific purpose set forth thereinvalidity of any such action.

Deposit Accounts. For Each Pledgor (i) has neither opened nor maintains any Deposit Accounts other than the accounts listed in Schedule 17 annexed to the Perfection Certificate and, (ii) except as the Collateral Agent may otherwise agree, the Collateral Agent has a perfected first priority security interest in each Deposit Account that listed in Schedule 17 annexed to the Perfection Certificate by Control. No Pledgor shall hereafter establish and maintain any Grantor at any time opens or maintains, other than Deposit Accounts Account unless (A1) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from applicable Pledgor shall have given the Collateral Agent 30 days' prior written notice (oror such lesser notice period as the Collateral Agent may agree to) of its intention to establish such new Deposit Account with a Bank, prior (2) such Bank shall be reasonably acceptable to the Discharge of First Lien ObligationsCollateral Agent and (3) except as the Collateral Agent may otherwise agree, such Bank and such Pledgor shall have duly executed and delivered to the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited Agent a Deposit Account Control Agreement with respect to such Deposit AccountAccount for use in the applicable provincial jurisdiction where the Bank maintaining the Deposit Account is located. Each Pledgor agrees that at the time it establishes any additional Deposit Accounts it shall, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for except as the Collateral Agent (ormay otherwise agree, prior to the Discharge of First Lien Obligationsenter into a duly authorized, the First Lien Collateral Agent) to become the customer of the depositary bank executed and delivered Deposit Account Control Agreement with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit AccountAccount for use in the applicable provincial jurisdiction where the Bank maintaining the such additional Deposit Account is located. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any such instructions pursuant to any Deposit Account Control Agreement or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Grantor, Deposit Account unless an Event of Default has occurred and is continuingcontinuing (except, or, after giving effect to any withdrawal, would occur; provided, however, upon if the waiver by Collateral Agent is the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuingBank, the Collateral Agent shall revoke any may take such instructionactions pursuant to the operating agreement(s) governing such Deposit Account). The provisions of this paragraph Section 3.4(b) shall not apply to the Collateral Account. No Pledgor shall grant Control of any Deposit Account for which to any Grantorperson other than the Collateral Agent. Notwithstanding the foregoing, each applicable Pledgor shall, and shall cause each of its Subsidiaries to, as expeditiously as possible, but in no event later than the depositary bank and 60th day following the Closing Date (unless the Administrative Agent, in its sole discretion, shall agree to a later date), to the extent required under this subsection 3.4(b), unless the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantorshall otherwise agree, the depositary bank endorse, execute and deliver, or cause to be endorsed, executed and delivered, as applicable, all other certificates, agreements (including Deposit Account Control Agreements), or instruments necessary to perfect the Collateral Agent for Agent's security interest in each Deposit Account listed, as of the specific purpose set forth thereindate hereof, on Schedule 17 annexed to the Perfection Certificate, together with all consents from all banks and other financial institutions in which such Deposit Account is located.

Deposit Accounts. For As of the date hereof each Grantor has neither opened nor maintains any Deposit Accounts other than the accounts listed on Schedule V of the GCA Disclosure Letter. From and after the date occurring 60 days from the date hereof, or in the case of any Deposit Account that any Grantor at any time opens which was an Excluded Account but ceases to constitute same, 30 days after such cessation, or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000each case, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory longer period as is acceptable to the Collateral Agent, each of the Deposit Accounts of each Grantor shall be subject to the terms of a fully executed Deposit Account Control Agreement. No Grantor shall hereafter establish or maintain any Deposit Account unless (ii1) arrange for the applicable Grantor shall have given the Collateral Agent 15 days’ prior written notice (or, prior to or such shorter period as is agreed by the Discharge of First Lien Obligations, the First Lien Collateral Agent) of its intention to become establish such new Deposit Account with a Bank and (2) such Bank and such Grantor shall have duly executed and delivered to the customer of the depositary bank Collateral Agent a Deposit Account Control Agreement with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Grantor with respect to funds from time to time credited to any Grantor, unless Deposit Account or give any notice of sale or exclusive control over any Deposit Accounts except upon the occurrence and during the continuation of an Event of Default has occurred and is continuing, or, after giving effect Default. No Grantor shall grant Control of any Deposit Account to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no person other Event of Default shall then exist or be continuing, than the Collateral Agent shall revoke any such instructionAgent. The provisions of this paragraph Section 4.06 shall not apply to (1) any Deposit Accounts for which the Collateral Agent is the Bank, (2) any Deposit Account of the type described in clause (iv) or (v) of the last paragraph of Section 4.01(a), (3) any Deposit Accounts which individually, or in the aggregate, do not have more than $10,000 on deposit therein for which any Grantorperiod of more than five Business Days, (4) any Medicare Deposit Account until such time, if any, as a change in applicable anti-assignment laws or regulations relating to Medicare and Medicaid receivables permits the depositary bank and the Collateral Agent have entered relevant Grantor to enter into a Deposit Account Control Agreement with respect to such Medicare Deposit Account without violating such laws or regulations and (5) Deposit Accounts held at ANZ Bank in Sydney, Australia in the name of the NightHawk Radiology Services, LLC, account numbers 1981-94604 and 9858-94802, together with any other Deposit Account in the name of a Grantor maintained with a Bank located in Australia, so long as the aggregate amount of cash collateral agreement specially negotiated among held in all such Grantor, Deposit Accounts does not exceed the depositary bank and Australian Account Cap (each an “Excluded Account”). Each Grantor agrees to cause all funds in all Medicare Deposit Accounts to be swept on a daily basis to a Deposit Account which is (or will be within 60 days of the Collateral date hereof or such longer period as the Administrative Agent for the specific purpose set forth thereinmay agree) subject to a Deposit Account Control Agreement.

Deposit Accounts. For each No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Deposit Account. From and after the date hereof, no Grantor shall establish or maintain any Deposit Account that any Grantor at any time opens or maintains, (other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause any payroll or benefits account so long as such payroll account is a zero balance account, (ii) any withholding tax or other trust or fiduciary account, and (iii) other Deposit Accounts so long as the depositary bank aggregate amount deposited in all such Deposit Accounts, together with the aggregate value of Investment Property, Commodity Contracts and other property standing to agree the credit of Securities Accounts and Commodity Accounts with respect to comply at any time which no Control Agreement has been delivered pursuant to subsection (c) below, does not exceed $50,000 (each, an “Excluded Account” and collectively, the “Excluded Accounts”)) unless, (1) other than, in the case of this clause (1) only, with instructions from respect to Deposit Accounts maintained on the Closing Date and disclosed in the Perfection Certificate delivered on the Closing date, it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent2) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of Bank and such Grantor or any other person, pursuant to an agreement in form shall have duly executed and substance satisfactory delivered to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank a Deposit Account Control Agreement with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Grantor with respect to funds from time to time credited to any Grantor, Deposit Account unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph Section 5.11(b) shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, is the depositary bank and bank. No Grantor shall grant (or permit the granting of) Control of any Deposit Account to any person other than the Collateral Agent for the specific purpose set forth thereinAgent.

Deposit Accounts. For each Deposit Account that any Grantor Pledgor at any time opens or maintains, other than Deposit Accounts such Pledgor shall promptly notify the Collateral Agent thereof and either (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) pursuant to a Control Agreement cause the depositary bank applicable depository Bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank Bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor Pledgor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (iiB) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank applicable depository Bank with respect to the Deposit Account, with the Grantor Pledgor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit AccountAccount pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent. As of the date hereof, such Pledgor maintains no Deposit Accounts other than (A) those set forth in Schedule 15 to the Perfection Certificate or (B) those for which the applicable Pledgor has provided notice thereof to Collateral Agent pursuant to the preceding sentence. Each such Deposit Account is subject to a Control Agreement which is in full force and effect. The Collateral Agent agrees with each Grantor Pledgor that (x) the Collateral Agent shall not give any such instructions directing the disposition of funds, issue a notice of sole control or any similar instructions or withhold any withdrawal rights from any GrantorPledgor, unless an Event of Default has occurred and is continuing, or, continuing or after giving effect to any withdrawal, withdrawal that would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, occur and (y) the Collateral Agent shall revoke promptly deliver notice to the applicable depository Bank rescinding any notice of sole control or any similar instructions at such instructiontime as an Event of Default is no longer continuing. The provisions of this paragraph Section 3.04(b) shall not apply to the Collateral Account or to any other Deposit Account Accounts for which any Grantor, the depositary bank and the Collateral Agent have entered into is the depository or as set forth in clause (ii) below. The Collateral Agent shall deliver a cash collateral agreement specially negotiated among copy of any notice of sole control or similar instructions to the applicable Pledgor simultaneously with the delivery of such Grantor, notice to the depositary bank and applicable depository Bank; provided that failure to deliver such notice shall not limit the Collateral Agent for Agent's right to take such action or the specific purpose set forth thereinvalidity of any such action.

Deposit Accounts. For As of the date hereof, the Grantors have no Deposit Accounts other than the accounts listed in Schedule 5 to the Perfection Certificate. The Collateral Agent has a first priority security interest in each Deposit Account that any Grantor at any time opens or maintainsspecified on Schedule 5 to the Perfection Certificate hereto, which security interest (other than in the case of an Excluded Deposit Accounts (AAccount or a Deposit Account that is Excluded Property) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period is perfected by Control by virtue of five consecutive days, an aggregate amount execution and delivery of a Control Agreement in excess favor of $1,000,000, such Grantor shall, upon the Collateral Agent’s requestAgent with respect to each such Deposit Account. Subject to the Intercreditor Agreements and subject to Sections 2.22 and 5.13 of the Credit Agreement, either no Grantor shall hereafter establish or maintain any Deposit Account (iother than an Excluded Deposit Account) cause the depositary bank to agree to comply at any time unless such account is with instructions from the Collateral Agent (or an affiliate thereof) or, prior as permitted pursuant to Sections 2.22 and 5.13 of the Credit Agreement, JPMorgan, and (A) in the case of Deposit Accounts established and maintained with the Collateral Agent, contemporaneously with (i) the establishment thereof or (ii) in the case of any Deposit Account which ceases to qualify as an Excluded Deposit Account in accordance with the definition of “Excluded Deposit Account” promptly after such time that such Deposit Account ceases to be an Excluded Deposit Account, such Grantor enters into a Control Agreement in favor of the Collateral Agent with respect to such Deposit Account and (B) in the case of Deposit Accounts maintained with JPMorgan as permitted pursuant to Sections 2.22 and 5.13 of the Credit Agreement, such Deposit Accounts are subject to the Discharge of First Lien ObligationsControl Agreements set forth on Schedule 3.2(b) until such Deposit Accounts are closed by the applicable Grantor. Subject to the Intercreditor Agreements, the First Lien Collateral Agent) to such depositary bank Agent shall not give any instructions directing the disposition of funds from time to time credited to such any Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or Account (iiexcluding Excluded Deposit Accounts) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from the Grantors with respect to funds from time to time credited to any Grantor, Deposit Account (excluding Excluded Deposit Accounts) unless an a Trigger Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, and upon the cure or waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuingTrigger Event, the Collateral Agent shall revoke any deliver a notice rescinding such instructioninstructions and thereupon control of such Deposit Account shall revert to the Grantors. The provisions Subject to the terms of this paragraph the Intercreditor Agreements, the Grantors shall not apply grant or purport to grant Control of any Deposit Account for which (excluding Excluded Deposit Accounts or any Grantor, the depositary bank and Deposit Account that constitutes Excluded Property) to any person other than the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantoror, prior to the Term Loan Termination Date, the depositary bank Term Loan Administrative Agent (as collateral agent and the Collateral Agent bailee for the specific purpose set forth thereinABL/SOA Secured Parties pursuant to the Term-ABL Intercreditor Agreement).

Deposit Accounts. For (a) Upon request of the Collateral Agent following the occurrence of an Unmatured Event of Default or Event of Default, each Grantor shall enter into a Control Agreement to create a perfected first priority security interest by Control in each Deposit Account that any Grantor at any time opens or maintains, listed in Schedule 17 of the Perfection Certificate and each Deposit Account thereafter acquired after the date hereof (other than such Deposit Accounts in which the granting of a security and entering into a Control Agreement with respect to such Deposit Account is prohibited by, and would result in a default under, any Permitted Receivables or Factoring Financing). Following the request set forth in the preceding sentence, no Grantor shall thereafter establish any Deposit Account, unless (A1) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such the applicable Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from shall have given the Collateral Agent ten (or10) days’ prior written notice of its intention to establish such new Deposit Account with a Bank, prior (2) such Bank and such Grantor shall have duly executed and delivered to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited Agent a Control Agreement with respect to such Deposit Account, without further consent of . such Grantor or any other person, pursuant to an agreement that the Collateral Agent shall receive a first priority security interest by Control in form such new Deposit Account and substance satisfactory (3) such Deposit Account is acceptable to the Collateral Agent. No Grantor shall grant Control of any Deposit Account to any Person other than the Collateral Agent. (b) Upon request following the occurrence of an Unmatured Event of Default or Event of Default, each Grantor shall grant a security interest by Control to create a perfected security interest in all Securities Accounts and Commodity Accounts (other than such Securities Accounts or Commodity Accounts in which the granting of a security interest and entering into a Control Agreement with respect to such Securities Accounts or Commodity Accounts is prohibited by Requirements of Law). (c) Following the request set forth in the preceding sentence, (i) no Grantor shall establish or maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless such Grantor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be; and (ii) arrange each Grantor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (or1) Business Day of actual receipt thereof, prior to the Discharge deposit any cash or Investment Property and any new securities, instruments, documents or other property by reason of First Lien Obligations, the First Lien Collateral Agent) to become the customer ownership of the depositary bank with respect Investment Property received by it into a Securities Account or Commodity Account subject to the Deposit Account, with the Grantor being permitted, only with the consent such Control Agreement in favor of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights from any by such Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawalsuch investment and withdrawal rights, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no . No Grantor shall grant control over any Investment Property to any Person other Event of Default shall then exist or be continuing, than the Collateral Agent Agent. Notwithstanding anything to the contrary in this subsection (c), in no event shall revoke the foregoing include any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, “Collateral” as defined in the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereinPledge Agreements.

Deposit Accounts. For each Deposit Account that any Grantor at any time opens or maintains, maintains (other than Deposit Accounts (A) that any deposit account the funds in which are payroll accountsused, withholdings tax accountsin the ordinary course of business, xxxxx cash accounts or flexible spending benefit accounts or trustsolely for the payment of salaries and wages, escrow or other fiduciary accounts or workers’ compensation, employee medical and dental expenses and similar expenses, (B) deposit accounts the daily balance in which do does not hold at any time exceed $1,000,000 for any period such account or $5,000,000 for all such accounts, (C) any deposit account that is a zero-balance disbursement account and (D) any deposit account the funds in which consist solely of five consecutive days(1) funds held by such Grantor in trust for any director, an aggregate amount in excess officer or employee of $1,000,000any Grantor or any employee benefit plan maintained by any Grantor or (2) funds representing deferred compensation for the directors and employees of the Grantors), such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Administrative Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Accountdeposit account, without further consent of such Grantor or any other personPerson, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, or (ii) arrange for the Collateral Administrative Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the such Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Administrative Agent, to exercise rights to withdraw funds from such Deposit Accountdeposit account. The Collateral Administrative Agent agrees with each Grantor that the Collateral Administrative Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, in each case pursuant to and in accordance with the Intercreditor Agreement, unless an Event of Default has occurred and is continuing, continuing or, after giving effect to any withdrawal, withdrawal would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to (A) any Deposit Account for which any Grantor, the depositary bank and the Collateral Administrative Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Administrative Agent for the specific purpose set forth thereintherein and (B) Deposit Accounts for which the Administrative Agent is the depositary.

Deposit Accounts. For each As of the date hereof, no Pledgor has any Deposit Account that any Grantor at any time opens or maintains, Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a first priority security interest in each such Deposit Account, which security interest shall (other than with respect to Excluded Deposit Accounts and subject to the Intercreditor Agreement ) be perfected by Control before the day that is ninety (A90) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts calendar days after the occurrence of the Closing Date (or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any later time with instructions from as the Collateral Agent may in its discretion agree). No Pledgor shall hereafter establish and maintain any Deposit Account (or, other than Excluded Deposit Accounts) unless it shall have given the Collateral Agent 30 days prior written notice (or such lesser notice period as the Collateral Agent may agree to in its discretion) of its intention to establish such new Deposit Account and such Bank and such Pledgor shall have duly executed and delivered to the Discharge Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account; provided that, in the case of First Lien Obligationsany Deposit Account (other than Excluded Deposit Accounts) acquired by any Pledgor pursuant to a Permitted Acquisition, the First Lien security interest of the Collateral AgentAgent therein shall not be required to be perfected by Control before the day that is ninety (90) to calendar days after the date of the consummation of such depositary bank Permitted Acquisition (or such later time as the Collateral Agent may in its discretion agree). The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to such any Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions Account or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect such Pledgor with respect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply funds from time to time credited to any Deposit Account for which any Grantor, except in accordance with Section 2.21(c) of the depositary bank and ABL Credit Agreement. Each Pledgor agrees that once the Collateral Agent have entered into sends an instruction or notice to a cash collateral agreement specially negotiated among Bank in accordance with Section 2.21(c) of the ABL Credit Agreement exercising its Control over any Deposit Account such GrantorPledgor shall not give any instructions or orders with respect to such Deposit Account, the depositary bank and including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than (x) the Collateral Agent for and (y) any “Agent” party to the specific purpose set forth thereinIntercreditor Agreement (as such term is defined in the Intercreditor Agreement ).

Deposit Accounts. For each Other than cash and Cash Equivalents held in Deposit Accounts constituting Excluded Property or any Deposit Account or Securities Account with a balance not exceeding $20,000 (provided that any Grantor the aggregate balances in all such Deposit Accounts and Securities Accounts shall not at any time opens or maintainsexceed $600,000 except as permitted in the next succeeding sentence), the Company and other than Grantors shall hold all cash and Cash Equivalents in Deposit Accounts (A) that are payroll accountssubject to Deposit Account Control Agreements or in Securities Accounts subject to Securities Account Control Agreements. Within 30 days after the date hereof, withholdings tax accountsthe applicable Grantors shall cause all Deposit Accounts with Xxxxx Fargo Bank, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period National Association and The Royal Bank of five consecutive days, an Canada representing aggregate amount balances in excess of the $1,000,000600,000 cap referred to above to be subject to Deposit Account Control Agreements or closed, such 30-day period to be subject to a reasonable extension within the discretion of the Bank Group Representative. Before opening or replacing any Deposit Account (other than Excluded Property as otherwise permitted in this Section 4.7), each Grantor shallshall cause the applicable bank or financial institution to enter into a Deposit Account Control Agreement with the Collateral Trustee in order to establish Control of such Deposit Account. Such Grantor will promptly (or within any extended time period as may be permitted pursuant to the comparable Bank Group Document) cause each bank or other financial institution in which it maintains other deposits (general or special, time or demand, provisional or final) to be notified of the security interest granted to the Collateral Trustee hereunder and cause each such bank or other financial institution to acknowledge such notification in writing and upon the Collateral AgentTrustee’s requestwritten request after the occurrence and during the continuance of an Event of Default, either (i) cause the depositary deliver to each such bank to agree to comply at any time with instructions from the Collateral Agent (oror other financial institution a letter, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory acceptable to the Collateral AgentTrustee, or (ii) arrange for transferring dominion and control over each such other deposit to the Collateral Agent Trustee (or, prior if applicable, its agent for perfection pursuant to the Discharge of First Lien Obligations, the First Lien Collateral AgentSection 8.21.2 hereof) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from until such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any time as such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon no longer exists. Notwithstanding the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuingforegoing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph Section 4.7 shall not apply to any Deposit Account for which Account, other deposit or any Grantorother property that constitutes “Excluded Property”, including, without limitation, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among deposit accounts referred to in clause (c) of such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereindefinition.

Deposit Accounts. For each As of the date hereof, no Pledgor has any Deposit Account that any Grantor at any time opens or maintains, Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a first priority security interest in each such Deposit Account, which security interest is perfected by Control (except for those Deposit Accounts (Athe “Excluded Accounts”) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (Bi) for which do not hold for any period Control is prohibited by Governmental Authority so long as the balance of five consecutive days, an aggregate amount in excess of $1,000,000, each such Grantor shall, upon Deposit Account is swept daily to a Deposit Account subject to the Collateral Agent’s requestControl, either (ii) the available balance of which is swept daily to a Deposit Account subject to the Collateral Agent’s Control or (iii) the balance of which is not swept daily to a Deposit Account subject to the Collateral Agent’s Control and which, in the aggregate, contain no more than 15% of total cash of Borrower and its Subsidiaries at any time); provided that Deposit Accounts of the Acquired Business and its Subsidiaries shall not be included within this representation or in any calculations included herein until 90 days after the Closing Date (or such later date as is determined by the Collateral Agent in its sole discretion). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Accounts to Deposit Accounts subject to the Collateral Agent’s Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Collateral Agent 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent, (3) other than in the case of an Excluded Account, such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account and (4) in the case of an Excluded Account referenced in clause (i) cause or (ii) of the depositary definition thereof, the Pledgor shall have issued sweep instructions directing the bank to agree sweep funds from the Excluded Account to comply at any time a Deposit Account subject to the Collateral Agent’s Control. The Collateral Agent agrees with instructions from each Pledgor that the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank shall not give any instructions directing the disposition of funds from time to time credited to such any Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Grantor, Deposit Account unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph Section 3.4(b) shall not apply to the LC Account or to any other Deposit Accounts for which the Collateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account for which to any Grantor, the depositary bank and person other than the Collateral Agent have entered into Agent. No Pledgor shall revise or revoke any instructions to a cash collateral agreement specially negotiated among such Grantor, Bank under any Deposit Account Control Agreement without the depositary bank and written consent of the Collateral Agent for the specific purpose set forth thereinAgent.

Deposit Accounts. For each Deposit Account that any Grantor at any time opens or maintains(a) The Grantors, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligationsextent required by the ABL Credit Agreement, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds may from time to time credited to establish deposit accounts (the “Deposit Accounts”) with certain depositary banks in which collections from Inventory and Accounts may be deposited. To the extent that any such Deposit AccountAccount is under the control of the ABL Agent at any time, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange ABL Agent will act as gratuitous bailee for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Noteholder Collateral Agent for the specific purpose set forth thereinof perfecting the Liens of the Noteholder Lien Secured Parties in such Deposit Accounts and the cash and other assets therein as provided in Section 3.01 (but will have no duty, responsibility or obligation to the Noteholder Lien Secured Parties (including, without limitation, any duty, responsibility or obligation as to the maintenance of such control, the effect of such arrangement or the establishment of such perfection). Unless the Junior Liens on such ABL First Lien Collateral shall have been or concurrently are released, after the occurrence of Discharge of Senior Secured Debt Obligations, the ABL Agent shall, to the extent that the same are then under the sole dominion and control of the ABL Agent and that such action is otherwise within the power and authority of the ABL Agent pursuant to the ABL Documents, at the request of the Noteholder Collateral Agent, cooperate with the Grantors and the Noteholder Collateral Agent (at the expense of the Grantors) in permitting control of any Deposit Accounts to be transferred to the Noteholder Collateral Agent (or for other arrangements with respect to each such Deposit Accounts satisfactory to the Noteholder Collateral Agent to be made). (b) The Grantors, the Representatives, the Secured Parties and all other parties hereto agree that only proceeds of the Noteholder First Lien Collateral may be deposited in the Collateral Proceeds Account and agree to so instruct each account debtor of each Grantor and each other applicable Person and to take all other actions necessary to give effect to the intent of this Section 3.02(b). Without limiting the generality of the foregoing, the Noteholder Collateral Agent hereby agrees that if the Collateral Proceeds Account contains any proceeds of the ABL First Lien Collateral, it shall hold such proceeds in trust for the ABL Secured Parties and transfer such proceeds to the ABL Secured Parties reasonably promptly after obtaining actual knowledge or notice from the ABL Secured Parties that it has possession of such proceeds in accordance with Section 2.04(b).

Deposit Accounts. For each Deposit Account Prior to the Discharge of Priority Lien Obligations, to the extent that any Grantor Account is under the control of the Priority Lien Agent at any time opens time, the Priority Lien Agent will act as gratuitous bailee for (%4) the Second Lien Collateral Trustee for the purpose of perfecting the Liens of the Second Lien Secured Parties and (%4) the Third Lien Collateral Trustee for the purpose of perfecting the Liens of the Third Lien Secured Parties in such Accounts and the cash and other assets therein as provided in Section 5.01 (but will have no duty, responsibility or maintainsobligation to the Second Lien Secured Parties or the Third Lien Secured Parties (including, other than Deposit Accounts (Awithout limitation, any duty, responsibility or obligation as to the maintenance of such control, the effect of such arrangement or the establishment of such perfection) that except as set forth in the last sentence of this Section 5.02(a)). Unless the Second Liens on such Collateral shall have been or concurrently are payroll accountsreleased, withholdings tax accountsafter the occurrence of Discharge of Priority Lien Obligations, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor the Priority Lien Agent shall, upon at the request of the Second Lien Collateral Agent’s requestTrustee, either cooperate with the Grantors and the Second Lien Collateral Trustee (iat the expense of the Grantors) cause in permitting control of any other Accounts to be transferred to the depositary bank Second Lien Collateral Trustee (or for other arrangements with respect to agree each such Accounts satisfactory to comply at any time with instructions from the Second Lien Collateral Agent Trustee to be made). (or, a) Following the Discharge of Priority Lien Obligations but prior to the Discharge of First Second Lien Obligations, to the extent that any Account is under the control of the Second Lien Collateral Trustee at any time, the Second Lien Collateral Trustee will act as gratuitous bailee for the Third Lien Collateral Trustee for the purpose of perfecting the Liens of the Third Lien Secured Parties in such Accounts and the cash and other assets therein as provided in Section 5.01 (but will have no duty, responsibility or obligation to the Third Lien Secured Parties (including, without limitation, any duty, responsibility or obligation as to the maintenance of such control, the effect of such arrangement or the establishment of such perfection) except as set forth in the last sentence of this Section 5.02(b)). Unless the Third Liens on such Collateral shall have been or concurrently are released, after the occurrence of Discharge of Second Lien Obligations, the First Second Lien Collateral AgentTrustee shall, at the request of the Third Lien Collateral Trustee, cooperate with the Grantors and the Third Lien Collateral Trustee (at the expense of the Grantors) to such depositary bank directing the disposition in permitting control of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant Accounts to an agreement in form and substance be transferred to the Third Lien Collateral Trustee (or for other arrangements with respect to each such Accounts satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Third Lien Collateral Agent) Trustee to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereinmade).

Deposit Accounts. For each Deposit Account that any Grantor at any time opens or maintains, other than With respect to its Deposit Accounts (Aother than Securitization Deposit Accounts) that are payroll accountswhether now existing or hereafter created or acquired and wheresoever located, withholdings tax accountseach Grantor represents, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior warrants and covenants to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Priority Collateral Agent for the specific purpose set forth thereinbenefit of the Priority Secured Parties that: (i) Schedule 4 attached hereto contains a true and complete description of (x) the name and address of each depositary institution with which such Grantor maintains a Deposit Account. (ii) Except as otherwise permitted by the Credit Agreement or with the express prior written consent of the Priority Collateral Agent in each instance, all Deposit Accounts (other than Securitization Deposit Accounts) shall be maintained at all times with the Agent or a Lender or a depository institution as to which the Priority Collateral Agent shall have received a Qualifying Control Agreement. Without limiting the generality of the foregoing, no Grantor shall cause, suffer or permit (x) any deposit to be evidenced by a certificate of deposit unless immediately upon receipt thereof such certificate shall have been delivered to the Priority Collateral Agent, together with a duly executed undated assignment in blank affixed thereto, or (y) any Deposit Account not listed on Schedule 4 attached hereto to be opened or maintained except in each case upon giving not less than thirty (30) days' prior written notice to the Priority Collateral Agent and taking or causing to be taken at such Grantor's expense all such Perfection Action, including the delivery of such Perfection Documents, as may be reasonably requested by the Priority Collateral Agent to perfect or protect, or maintain the perfection and priority of, the Lien of the Priority Collateral Agent for the benefit of the Priority Secured Parties in such Collateral as contemplated hereunder.

Deposit Accounts. For each Deposit Account Each Grantor hereby represents and warrants that any Grantor at any time opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause it has neither opened nor maintains any Deposit Accounts other than the depositary bank to agree to comply at any time with instructions from accounts listed in Schedule 16 of the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds Perfection Certificate as supplemented from time to time credited to such and (ii) the Collateral Agent has a perfected security interest in each Deposit Account, without further consent other than any Excluded Accounts, by Control. No Grantor shall hereafter establish and maintain any Deposit Account, other than an Excluded Account, unless (1) the applicable Grantor shall have given the Collateral Agent 10 days’ prior written notice (or such shorter period as the Collateral Agent shall agree to) of its intention to establish such new Deposit Account with a Bank, and (2) such Bank and such Grantor or any other person, pursuant to an agreement in form shall have duly executed and substance satisfactory delivered to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank a Control Agreement with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Grantor with respect to funds from time to time credited to any Grantor, Deposit Account unless an Event of Default of the type specified in Section 7.01(a) of the Credit Agreement has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, continuing or upon the occurrence of the Loans or other Obligations becoming declared immediately due and payable and/or the Commitments being declared terminated. Upon cure or waiver by the applicable Required Lenders of such Event all Events of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instructionpromptly notify the relevant Bank(s) that the applicable Loan Party may withdraw funds from the relevant Deposit Account(s). The provisions No Grantor shall grant Control of this paragraph shall not apply to any Deposit Account to any Person other than the Collateral Agent. Notwithstanding the provisions of the immediately preceding paragraph, each Grantor will not be required to enter into Control Agreements, subject to the conditions set forth in this paragraph, with respect to the following Deposit Accounts: (i) any Deposit Accounts used to fund xxxxx cash expenditures to the extent such accounts do not hold greater than $30,000 at any time; (ii) any Deposit Accounts used solely to fund payroll disbursements to employees; (iii) the Deposit Account held at Wachovia (Acct no: 2000003339970) to the extent such account does not hold over $30,000 at any one time; (iv) the Deposit Account held at Wachovia (Acct no: 6728001483) to the extent such account does not hold over $30,000 for any consecutive five Business Days; (v) the Deposit Accounts held at XX Xxxxxx Chase Bank - Hong Kong Branch and identified on the Perfection Certificate on the date hereof, to the extent that these accounts do not hold over $2,000,000 (or the U.S. dollar equivalent thereof at the then prevailing rates of foreign exchange), in the aggregate, at any time; (vi) the Deposit Account held at The Fuji Bank, Ltd. and identified on the Perfection Certificate on the date hereof, to the extent that this account does not hold over $30,000 (or the U.S. dollar equivalent thereof at the then prevailing rates of foreign exchange) at any time; (vii) the Deposit Accounts held at Bank of Nova Scotia and identified on the Perfection Certificate as amended on the Amendment Effectiveness Date, to the extent that all funds held in these accounts are deposited bi-weekly pursuant to an agreement which any Grantor, the depositary bank and is reasonably satisfactory to the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and Deposit Account subject to a Control Agreement in favor of the Collateral Agent for Agent; and (viii) any Deposit Account held at the specific purpose Collateral Agent. The Grantors shall use their Deposit Accounts in accordance with past practices and shall not manipulate the balances in any of their Deposit Accounts solely to ensure that the balances in the Deposit Accounts meet the limits set forth thereinin the foregoing clauses (i), (iii), (iv) and (vi).

Deposit Accounts. For Each Issuer hereby represents and warrants that (i) as of the date hereof, it has neither opened nor maintains any Deposit Accounts related to the Collateral other than the accounts listed in Schedule 17 of the Perfection Certificate, (ii) each Issuer, as applicable, will execute and deliver, as of the date hereof, a Control Agreement substantially in the form set forth in Exhibit 2(a) hereof (or in such other form and substance as is reasonably acceptable to the Collateral Agent) for the Deposit Accounts listed in Schedule 17 of the Perfection Certificate or close such account and (iii) as of the date each such Control Agreement shall be executed, the Collateral Agent will have a perfected first priority Security Interest in each Deposit Account that listed in Schedule 17 of the Perfection Certificate by Control. No Issuer shall hereafter establish and maintain any Grantor at any time opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon Account related to the Collateral Agent’s request, either unless (i1) cause the depositary bank to agree to comply at any time with instructions from such Issuer shall have given the Collateral Agent 30 days' prior written notice of its intention to establish such new Deposit Account with a Bank, (or, prior 2) such Bank shall be reasonably acceptable to the Discharge of First Lien Obligations, Collateral Agent and (3) such Bank and such Issuer shall have duly executed and delivered to the First Lien Collateral Agent) Agent a Control Agreement with respect to such depositary bank Deposit Account. The Collateral Agent agrees with each Issuer that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to such any Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory Account related to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from each Issuer with respect to funds from time to time credited to any Grantor, Deposit Account related to the Collateral unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, withdrawal that would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph Section 3.4(b) shall not apply to such Deposit Accounts related to the Collateral for which the Collateral Agent is the Bank. No Issuer shall grant Control of any Deposit Account for which any Grantor, the depositary bank and related to the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and to any Person other than the Collateral Agent for the specific purpose set forth thereinAgent.

Deposit Accounts. For each Deposit Account that any Grantor at any time opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior Prior to the Discharge of First Senior Lien Obligations, each Grantor shall obtain a Control Agreement with each bank or financial institution holding a Deposit Account for such Grantor Party (other than any payroll, employee benefit and similar trust accounts and other than trust accounts pursuant to which any Grantor receives collections on behalf of third parties, each such account, an “Excluded Account”) in respect of which a Control Agreement is obtained in favor of the First Lien Senior Agent; provided, however, that the failure of any Grantor to obtain any Control Agreement otherwise required by this clause (iii) solely as a result of Collateral Agent) ’s refusal to such depositary bank directing execute a Control Agreement which is substantially similar to the disposition Control Agreement executed by the Senior Agent, shall not result in a breach of funds from time to time credited to such Deposit Account, without further consent obligations of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or under this clause (ii) arrange for the Collateral Agent (or, prior to iii). Following the Discharge of First Senior Lien Obligations, the First Lien Collateral Agent) each Grantor shall use commercially reasonable efforts to become the customer of the depositary obtain a Control Agreement from each bank or financial institution maintaining a Deposit Account for such Grantor (other than with respect to the Deposit AccountExcluded Accounts). In connection with any Control Agreements, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that that, (A) notwithstanding anything to the Collateral Agent contrary in any Control Agreement, it shall not give any such instructions deliver a notice of springing dominion or withhold any withdrawal rights from any Grantor, similar notice to the bank or financial institution thereunder unless an Event of Default has shall have occurred and be continuing and (B) it shall promptly (and in any event, within 5 Business Days after a written request therefor) execute any proposed amendment, modification, termination, restatement, replacement or waiver of any Control Agreement to which it is continuinga party in respect of which the Senior Agent has approved a corresponding amendment, ormodification, after giving effect termination restatement, replacement or waiver subject to any withdrawal, would occur; provided, however, upon the waiver by terms and conditions of Section 5.3(d) of the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, Intercreditor Agreement and to the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereinextent required thereunder.

Deposit Accounts. For each Deposit Account that any Grantor at any time opens and Securities Account owned by Holdings or maintains, the Company (other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Cash Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor Account or any other personDeposit Account or Securities Account maintained at the Controlling Collateral Agent and (ii) any Excluded Account), pursuant Holdings and the Company shall cause the bank with which the Deposit Account or Securities Account is maintained to an agreement in form execute and substance satisfactory deliver to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, within 60 days after the First Lien Amendment Effective Date (or such later date as may be agreed by the Controlling Collateral Agent) to become or, if later, at the customer time of the depositary within 30 days of the establishment of the respective Deposit Account or Securities Account (or such later date as may be agreed by the Controlling Collateral Agent), a “control agreement” in form and substance reasonably acceptable to the Collateral Agents, with such changes thereto as may be acceptable to the Collateral Agents; provided that any Deposit Account or Securities Account established after the First Amendment and Restatement Effective Date required to be subject to a “control agreement” by this Section 3.04(e) shall not have a balance exceeding $10,000,000 until the execution and delivery of such required “control agreement” in accordance with this Section 3.04(e). If any bank with which a Deposit Account or Securities Account is maintained refuses to, or does not, enter into such a “control agreement” to the extent required by this Section 3.04(e), then the respective Grantor shall promptly (and in any event within 60 days after the date of this Agreement (as amended and restated) or, if later, 30 days after the establishment of such Deposit Account or Securities Account (or such later date as may be agreed by the Controlling Collateral Agent) close the respective Deposit Account or Securities Account and transfer all balances therein to the Cash Collateral Account or another Deposit Account or Securities Account meeting the requirements of this Section 3.04(e). If any bank with which a Deposit Account or Securities Account is maintained refuses to subordinate all its claims with respect to such Deposit Account or Securities Account to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agents’ security interest therein on terms satisfactory to each Collateral Agent, to exercise rights to withdraw funds from then any Collateral Agent, at its option, may (x) require that such Deposit Account. The Collateral Agent agrees Account or Securities Account be terminated in accordance with each Grantor that the Collateral Agent shall not give any immediately preceding sentence or (y) agree to a “control agreement” without such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereinsubordination.

Deposit Accounts. For each Deposit Account deposit account that any Grantor at any time opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) shall cause the depositary bank to agree to comply at any time with instructions from enter into a Deposit Account Control Agreement among such Grantor, the depositary bank and the Collateral Agent (or, prior to substantially in the Discharge of First Lien Obligations, the First Lien Collateral Agent) to form set forth in Exhibit II hereto or in such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory as shall be reasonably acceptable to the Collateral Agent, or (iix) arrange in the case of any such deposit account in existence on the Effective Date, not later than the date set forth in the Post-Closing Letter for the Collateral Agent satisfaction thereof and (ory) in the case of any such deposit account opened after the Effective Date, prior to as promptly as practicable (and in no event later than 30 days) after the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Accountopening thereof. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not withdraw funds from, or direct or give instructions to the depositary bank with respect to the funds of, any such instructions or withhold any withdrawal rights from any Grantordeposit account, in each case unless an Event of Default under clause (a), (b), (h) or (i) of Section 7.01 of the Credit Agreement has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon continuing or the waiver by maturity of the applicable Required Lenders of such Event of Default, so long as no other Event of Default Loans shall then exist or be continuing, the Collateral Agent shall revoke any such instructionhave been accelerated. The provisions of this paragraph shall not apply to (A) any Deposit Account deposit account for which any Grantor, the depositary bank and the Collateral Agent is the depositary, (B) any Excluded Operating Account or (C) other accounts of the Grantors that at all times have an aggregate balance for all such accounts of less than $5,000,000; provided that each such account shall be identified as such in one or more notices delivered to the Collateral Agent. No Grantor will (x) deposit funds in any deposit account (other than (x) an Excluded Operating Account, (y) one or more accounts referred to in clause (C) of the preceding sentence or (z) prior to the date set forth in the Post-Closing Letter for the execution of a Deposit Account Control Agreement in respect thereof, any deposit account existing on the Effective Date) until a Deposit Account Control Agreement shall have been entered into with respect to such deposit account, or (y) at any time deposit any funds in an Excluded Operating Account or account referred to in clause (C) of the preceding sentence if such deposit would result in such account no longer being a cash collateral agreement specially negotiated among Excluded Operating Account or the aggregate amount on deposit in all accounts referred to in such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereinclause (C) exceeding $5,000,000.

Deposit Accounts. For Each Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed in SCHEDULE 16 annexed to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made) and (ii) upon execution of a Deposit Account Control Agreement by such Pledgor, the applicable Bank and the Collateral Agent, the Collateral Agent will have a perfected first priority security interest in each Deposit Account that listed in SCHEDULE 16 annexed to the Perfection Certificate by Control. No Pledgor shall hereafter establish and maintain any Grantor at any time opens or maintains, other than Deposit Accounts Account unless (A1) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from applicable Pledgor shall have given the Collateral Agent 30 days' prior written notice of its intention to establish such new Deposit Account with a Bank and (or2) unless the Collateral Agent agrees in writing that it is not required, prior such Bank and such Pledgor shall have duly executed and delivered to the Discharge of First Lien Obligations, the First Lien Collateral Agent) Agent a Deposit Account Control Agreement with respect to such depositary bank Deposit Account. Each Pledgor agrees that at the time it establishes any additional Deposit Accounts it shall enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to such Deposit Account. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to such any Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Grantor, Deposit Account unless an Event of Default of the type specified in clause (a), (g) or (h) of ARTICLE VIII the Credit Agreement has occurred and is continuing, continuing or if the Loans or other Obligations shall be declared or otherwise become immediately due and payable or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other an Event of Default shall then exist or be continuinghas occurred, the Collateral Agent Commitments shall revoke any such instructionbe terminated. The provisions of this paragraph SECTION 3.4(B) shall not apply to the Collateral Account or to any other Deposit Accounts for which the Collateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. The provisions of this Section 3.4(b) shall not apply to any Deposit Account for which (i) solely contains any Grantor, property not beneficially owned by any Pledgor or (ii) has a restricted purpose under the depositary bank terms of documents relating to the Assumed Debt and the Collateral Agent have entered into a cash collateral agreement specially negotiated among funds therein can only be used for such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereinpurpose.

Deposit Accounts. For Except to the extent that an equivalent control agreement is not required pursuant to the ABL Documents, for each Deposit Account (other than Excluded Accounts) that any Grantor at any time opens or maintains, other than maintains that would cause the aggregate balance of all Deposit Accounts (Aother than Excluded Accounts) of the Grantors that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period subject to a Deposit Account Control Agreement in favor of five consecutive days, an aggregate amount in excess of the Collateral Agent to exceed $1,000,00010,000,000, such Grantor shallshall promptly notify the Collateral Agent of such Deposit Account and, upon promptly following the Collateral Agent’s request, either (i) use its commercially reasonable efforts to cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such enter into a Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit AccountAccount Control Agreement. The Collateral Agent agrees with each Grantor that the Collateral Agent (A) shall not give exercise any such rights under a Deposit Account Control Agreement, including giving any instructions thereunder or withhold withholding any withdrawal rights from any Grantor, in each case pursuant to, and in accordance with, the ABL Intercreditor Agreement, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, howeverand (B) upon request from such Grantors, upon the waiver by the applicable Required Lenders of it will deliver a notice rescinding its exclusive control over any Deposit Account with respect to which it has previously delivered a notice exercising exclusive control if such Event of Default, so long as Default is no other Event of Default shall then exist or be longer continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent or, prior to the Discharge of ABL Priority Claims and with respect to ABL Facility First Priority Collateral, to the ABL Collateral Agent, as gratuitous agent, have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent (or the ABL Collateral Agent, as the case may be) for the specific purpose set forth therein. Notwithstanding any of the foregoing, the Collateral Agent agrees that it shall not request any Grantor to comply with the requirements of this Section 5.3 after the Discharge of ABL Priority Claims.

Deposit Accounts. For each Deposit Account deposit account that any Grantor at any time opens or maintains, maintains (other than Deposit Accounts (A) that any deposit account the funds in which are payroll accountsused, withholdings tax accountsin the ordinary course of business, xxxxx cash accounts or flexible spending benefit accounts or trustsolely for the payment of salaries and wages, escrow or other fiduciary accounts or workers’ compensation, employee medical and dental expenses and similar expenses, (B) deposit accounts the daily balance in which do does not hold at any time exceed $1,000,000 for any period such account or $5,000,000 for all such accounts, (C) any deposit account that is a zero-balance disbursement account and (D) any deposit account the funds in which consist solely of five consecutive days(1) funds held by such Grantor in trust for any director, an aggregate amount in excess officer or employee of $1,000,000any Grantor or any employee benefit plan maintained by any Grantor or (2) funds representing deferred compensation for the directors and employees of the Grantors), such Grantor shall, upon the Collateral Agent’s request, shall either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Accountdeposit account, without further consent of such Grantor or any other personPerson, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Accountsuch deposit account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Accountdeposit account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, in each case pursuant to and in accordance with the Intercreditor Agreement, unless an Event of Default has occurred and is continuing, continuing or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to (A) any Deposit Account deposit account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereintherein and (B) deposit accounts for which the Collateral Agent is the depositary.

Deposit Accounts. For each Deposit Account that any Grantor at any time opens or maintains(a) The Grantors, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligationsextent required by the ABL Credit Agreement, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds may from time to time credited to establish deposit accounts (the “Deposit Accounts”) with certain depositary banks in which collections from Inventory and Accounts may be deposited. To the extent that any such Deposit AccountAccount is under the control of the ABL Agent at any time, the ABL Agent will act as gratuitous bailee for the Noteholder Collateral Trustee for the purpose of perfecting the Liens of the Priority Lien Secured Parties and the Subordinated Lien Secured Parties in such Deposit Accounts and the cash and other assets therein as provided in Section 3.01 (but will have no duty, responsibility or obligation to the Priority Lien Secured Parties and the Subordinated Lien Secured Parties (including, without further consent limitation, any duty, responsibility or obligation as to the maintenance of such Grantor control, the effect of such arrangement or the establishment of such perfection) except as set forth in the last sentence of this Section). Unless the Junior Liens on such ABL First Lien Collateral shall have been or concurrently are released, after the occurrence of Discharge of Senior Secured Debt Obligations, the ABL Agent shall, at the request of the Noteholder Collateral Trustee, cooperate with the Grantors and the Noteholder Collateral Trustee (at the expense of the Grantors) in permitting control of any other person, pursuant Deposit Accounts to an agreement in form and substance be transferred to the Noteholder Collateral Trustee (or for other arrangements with respect to each such Deposit Accounts satisfactory to the Noteholder Collateral Agent, or Trustee to be made). (iib) arrange for the Collateral Agent (or, prior to the Discharge of First Lien ObligationsThe Grantors, the Representatives, the Secured Parties and all other parties hereto agree that only proceeds of the Noteholder First Lien Collateral Agent) may be deposited in the Collateral Proceeds Account and agree to become so instruct each account debtor of each Grantor and each other applicable Person and to take all other actions necessary to give effect to the customer intent of this Section 3.02(b). Without limiting the generality of the depositary bank with respect foregoing, the Noteholder Collateral Trustee hereby agrees that if the Collateral Proceeds Account contains any proceeds of the ABL First Lien Collateral, it shall hold such proceeds in trust for the ABL Secured Parties and transfer such proceeds to the Deposit Account, with ABL Secured Parties reasonably promptly after obtaining actual knowledge or notice from the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor ABL Secured Parties that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default it has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders possession of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereinproceeds in accordance with Section 2.04(b).

Deposit Accounts. For each Deposit Account that any Grantor at any time opens or maintains, other than Deposit Accounts (Aa) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause On or before the depositary bank Closing Date, the Company shall establish the Proceeds Remittance Account in the name of the Company and grant exclusive dominion and control over the Proceeds Remittance Account to agree to comply at any time with instructions from the Collateral Agent (or, prior pursuant to a Control Agreement. All amounts owned by the Discharge of First Lien Obligations, Grantor that are to be deposited into the First Lien Collateral Agent) to such depositary bank directing the disposition of funds Proceeds Remittance Account from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or Loan Documents shall be deposited therein. (ii) arrange for the The Collateral Agent (or, prior is hereby authorized to establish and maintain as a blocked account in the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer name of the depositary bank with respect to Company and under the Deposit Account, with the Grantor being permitted, only with the consent sole dominion and control of the Collateral Agent, to exercise rights to withdraw funds from such a restricted Deposit Account designated as "AK Steel Credit Agreement 7/03 Collateral Account" (the "Collateral Account"). The All amounts at any time held in the Collateral Agent agrees with each Account shall be beneficially owned by the Grantor that but shall be held in the name of the Collateral Agent hereunder, for the benefit of the Lenders, as collateral security for the Secured Obligations upon the terms and conditions set forth herein. The Grantor shall have no right to withdraw, transfer or, except as expressly set forth herein, otherwise receive any funds deposited into the Collateral Account. All deposits of funds in the Collateral Account shall be made by wire transfer (or, if applicable, by intra-bank transfer from another Deposit Account of Holdings or any of its Subsidiaries) of immediately available funds, in each case addressed in accordance with instructions of Secured Party. The Grantor shall, promptly after initiating a transfer of funds to the Collateral Account, give notice to the Collateral Agent by telefacsimile of the date, amount and method of delivery of such deposit. Cash held by the Collateral Agent in the Collateral Account shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect be required to any withdrawal, would occurbe invested by the Collateral Agent but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuingthat, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply Account will be an interest-bearing account and, subject to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a Agent's rights hereunder, any interest earned on deposits of cash collateral agreement specially negotiated among such Grantor, the depositary bank and in the Collateral Agent for Account shall be deposited directly in, and held in the specific purpose set forth thereinCollateral Account.

Deposit Accounts. For (i) Each Grantor shall (x) cause all cash proceeds of Receivables, all cash payments received in the ordinary course of such Grantor's restaurant business and all other cash of such Grantor to be deposited only into the Collection Account and the other accounts listed in Schedule I and (y) direct all depository institutions holding Pledged Deposits to cause all such Pledged Deposits to be transferred no less frequently than once each Deposit Account that any Grantor day to, and only to, the Collection Account, with the Collateral Agent or Agent having the right so to direct such depository institutions (which notice may be given by the Collateral Agent or the Agent at any time opens following the occurrence of an Event of Default, regardless of whether or maintainsnot such Event of Default has been cured or waived). So long as no Event of Default shall have occurred and no notice shall have been given by the the Collateral Agent or the Agent, each Grantor shall be entitled to receive, retain and use any and all interest or other than Deposit Accounts distributions paid in respect of the Pledged Deposits. (ii) Upon the occurrence and during the continuance of an Event of Default and upon notice (as provided in clause (y) of the previous paragraph) having been given by the Collateral Agent or the Agent, (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow all interest or other fiduciary accounts or (B) which do not hold distributions in respect of the Pledged Deposits shall be received in trust for any period the benefit of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s requestAgent and the Secured Parties, either (i) cause the depositary bank to agree to comply at any time with instructions and upon written notice from the Collateral Agent or from the Agent to the Company shall be segregated from other funds of the Grantors and shall be forthwith paid over from the Collection Account to (or, x) prior to the Discharge full and final payment of First Lien Obligationsall of the Secured Obligations under the New Credit Facility, the First Lien Collateral Agent) termination of all commitments to such depositary bank directing lend thereunder and the disposition cancellation or expiration of funds from time to time credited to such Deposit Accountall letters of credit issued, without further consent of such Grantor extended or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligationsrenewed thereunder, the First Lien Agent as Collateral Agentin the same form as so received (with any necessary endorsement) to become for deposit in the customer Grantors' account No. 546-11302 with the Agent or such other account as the Agent may specify in writing (the "Agent Account") and (y) upon the full and final payment of all of the depositary bank with respect Secured Obligations under the New Credit Facility, the termination of all commitments to lend thereunder and the Deposit Accountcancellation or expiration of all letters of credit issued, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions extended or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuingreversed thereunder, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, deposit in the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth therein.Collateral

Deposit Accounts. For each deposit account (each, a "Deposit Account Account") that any Grantor at any time opens or maintainsmaintains at any depository bank (each, other than Deposit Accounts (A) that are payroll accountsa "Depository Bank"), withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such the Grantor shall, upon at the Collateral Agent’s request's request and option, pursuant to an agreement in form and substance satisfactory to the Collateral Agent (each, a "Deposit Account Control Agreement"), either (ia) cause the depositary bank Depositary Bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank Depositary Bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral AgentGrantor, or (iib) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank Depositary Bank with respect to the Deposit Account, with the Grantor Grantors being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor the Grantors that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantorthe Grantors, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawalwithdrawal not otherwise permitted by the Transaction Documents, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to (i) any Deposit Account for which any Grantorthe Grantors, the depositary bank Depositary Bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such any Grantor, the depositary bank Depositary Bank and the Collateral Agent for the specific purpose set forth thereintherein (ii) Deposit Accounts for which the Collateral Agent is the depositary, and (iii) items on deposit in any Deposit Account constituting sales tax remittances. Notwithstanding the foregoing, only the Collateral Agent shall have the right to withdraw funds from the Escrow Account and the Collateral Agent shall be entitled to do so as provided in the Purchase Agreement and also be entitled to withdraw funds therefrom during the continuance of any Event of Default.

Deposit Accounts. For (a) The following provisions of this paragraph (a) shall be applicable to the concentration accounts and the disbursement accounts from time to time established by the Parent Company, the Borrower and the Subsidiary Guarantors as part of the cash management systems of the Parent Company and its Subsidiaries (such concentration accounts and disbursement accounts being in this paragraph (a) called, collectively, the “Cash Management Accounts”). Each Grantor shall, not later than the Closing Date and except as otherwise permitted by the Credit Agreement as agreed by the Administrative Agent, cause each depositary bank of the Deposit Accounts listed on Schedule 4.1(a)(ii) to the Credit Agreement to enter into a control agreement, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which such depositary bank (or, in the case of any Cash Management Account subject to the Applicable Laws of jurisdictions outside of the United States, such other instruments in lieu thereof as may be reasonably required by the Administrative Agent), shall agree to comply, without further consent of such Grantor, with instructions from the Administrative Agent directing the disposition of funds from time to time credited to such Cash Management Accounts. The Administrative Agent agrees with each Grantor that the Administrative Agent shall not give any such instructions or withhold any withdrawal rights from such Grantor, unless an Event of Default has occurred and is continuing. The obligations of the Grantors under this paragraph (a) shall not otherwise limit the rights and remedies of the Administrative Agent under paragraph (b) of this Section 7.4 or under Section 8.1 or Section 8.2 hereof during the continuation of Events of Default. The provisions of this paragraph shall not apply to any Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Grantor’s salaried employees. (b) With respect to each Deposit Account that any Grantor Grantor, now or at any time hereafter, opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for maintains with any period of five consecutive days, an aggregate amount in excess of $1,000,000depositary institution, such Grantor shall, upon at the Collateral Administrative Agent’s requestrequest and option from time to time following the occurrence of any Event of Default, either (i) immediately provide to the Administrative Agent a list of account names and numbers, and the name, address and contact information for each depositary institution, and shall, pursuant to a control agreement in form and substance reasonably satisfactory to the Administrative Agent, cause the depositary bank to agree to comply comply, without further consent of such Grantor, at any time with instructions from the Collateral Administrative Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Administrative Agent agrees with each Grantor that the Collateral Administrative Agent shall not give any such instructions or withhold any withdrawal rights from any such Grantor, unless an Event of Default has occurred and is continuing, or, after giving continuing or unless a Default would occur if effect were given to any withdrawal, would occur; provided, however, upon the waiver withdrawal not otherwise permitted by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instructionLoan Documents. The provisions of this paragraph shall not apply to any Deposit Account Accounts specially and exclusively used for which payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth therein’s salaried employees.

Deposit Accounts. For each Deposit Account that any Grantor at any time opens or maintains(a) The Grantors, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligationsextent permitted by the ABL Credit Agreement, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds may from time to time credited to establish deposit accounts (the “Deposit Accounts”) with certain depositary banks in which collections from Inventory (as defined in the ABL Credit Agreement) and Accounts (as defined in the ABL Credit Agreement) may be deposited. To the extent that any such Deposit AccountAccount is under the control of the ABL Agent at any time, without further consent the ABL Agent will act as agent and gratuitous bailee for each Pari Term Loan Debt Agent for the purpose of perfecting the Liens of the Pari Term Loan Debt Secured Parties in such Deposit Accounts and the cash and other assets therein as provided in Section 2.01 (but will have no duty, responsibility or obligation to the Pari Term Loan Debt Secured Parties (including any duty, responsibility or obligation as to the maintenance of such Grantor control, the effect of such arrangement or the establishment of such perfection). Unless the Junior Liens on such ABL First Lien Collateral shall have been or concurrently are released, after the occurrence of any Discharge of Senior Secured Debt Obligations, the ABL Agent shall, to the extent that the same are then under the sole dominion and control of the ABL Agent and that such action is otherwise within the power and authority of the ABL Agent pursuant to the ABL Debt Documents, at the request of any Pari Term Loan Debt Agent, cooperate with Grantors and the other Pari Term Loan Debt Agents (at the expense of the Grantors) in permitting control of any Deposit Accounts to be transferred to the Controlling Term Loan Debt Agent (or for other arrangements with respect to each such Deposit Accounts satisfactory to each Pari Term Loan Debt Agent to be made): (b) The Grantors, the Representatives, the Secured Parties and all other parties hereto agree that only proceeds of the Term Loan First Lien Collateral may be deposited in the Collateral Proceeds Account and agree to take all other actions necessary to give effect to the intent of this Section 3.02(b). Without limiting the generality of the foregoing, each Pari Term Loan Debt Agent hereby agrees that if the Collateral Proceeds Account contains any proceeds of the ABL First Lien Collateral, it shall hold such proceeds in trust for the ABL Secured Parties and transfer such proceeds the ABL Secured Parties reasonably promptly after receiving written notice from the ABL Secured Parties that it has possession of such proceeds in accordance with Section 2.04(b). Each Pari Term Loan Debt Agent shall give written notice to the ABL Agent identifying the Collateral Proceeds Account. (c) Prior to the earliest of (x) the delivery of any Enforcement Notice to the ABL Agent by the Term Loan Agent and (y) an Insolvency or Liquidation Proceeding in respect of the Borrower or any Guarantor, all funds, cash, cash equivalents, collections and payments deposited in any Deposit Account subject to a control agreement or other person, pursuant to an agreement in form similar account constituting ABL First Lien Collateral and substance satisfactory then applied to the ABL Debt Obligations shall be treated as ABL First Lien Collateral Agentand, or (ii) arrange for unless the Collateral ABL Agent (or, has received a Term Loan Proceeds Notice from the Term Loan Agent which Term Loan Proceeds Notice is received by the ABL Agent either prior to the Discharge receipt by the ABL Agent of First Lien Obligations, the such identifiable cash proceeds of Term Loan First Lien Collateral Agent) or at a time when such proceeds are still standing to become the customer credit of the depositary bank with respect applicable account, (1) any claim that payments made to the ABL Agent through the Deposit AccountAccounts or securities accounts that are subject to control agreements or otherwise constituting ABL First Lien Collateral are proceeds of or otherwise constitute Term Loan First Lien Collateral, with the Grantor being permittedare waived, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from and (2) such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent proceeds shall not give any such instructions be subject to disgorgement by, or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist held in trust or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent otherwise for the specific purpose set forth thereinbenefit of, any Term Loan Secured Party.

Deposit Accounts. For each As of the date hereof, no Pledgor has any Deposit Account that any Grantor at any time opens or maintains, Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a first priority security interest in each such Deposit Account, which security interest shall (other than with respect to Excluded Deposit Accounts and subject to the Intercreditor Agreement ) be perfected by Control before the day that is ninety (A90) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts calendar days after the occurrence of the Closing Date (or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any later time with instructions from as the Collateral Agent may in its discretion agree). No Pledgor shall hereafter establish and maintain any Deposit Account (or, other than Excluded Deposit Accounts) unless it shall have given the Collateral Agent 30 days prior written notice (or such lesser notice period as the Collateral Agent may agree to in its discretion) of its intention to establish such new Deposit Account and such Bank and such Pledgor shall have duly executed and delivered to the Discharge Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account; provided that, in the case of First Lien Obligationsany Deposit Account (other than Excluded Deposit Accounts) acquired by any Pledgor pursuant to a Permitted Acquisition, the First Lien security interest of the Collateral AgentAgent therein shall not be required to be perfected by Control before the day that is ninety (90) to calendar days after the date of the consummation of such depositary bank Permitted Acquisition (or such later time as the Collateral Agent may in its discretion agree). The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to such any Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions Account or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect such Pledgor with respect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply funds from time to time credited to any Deposit Account for which any Grantor, except in accordance with Section 2.21(c) of the depositary bank and ABL Credit Agreement. Each Pledgor agrees that once the Collateral Agent have entered into sends an instruction or notice to a cash collateral agreement specially negotiated among Bank in accordance with Section 2.21(c) of the ABL Credit Agreement exercising its Control over any Deposit Account such GrantorPledgor shall not give any instructions or orders with respect to such Deposit Account, the depositary bank and including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than (x) the Collateral Agent for and (y) any “Agent” party to 39416081_9 the specific purpose set forth thereinIntercreditor Agreement (as such term is defined in the Intercreditor Agreement ).

Deposit Accounts. For each Deposit Account deposit account that any Grantor Loan Party at any time opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor Loan Party shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Accountdeposit account, without further consent of such Grantor Loan Party or any other personPerson, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Accountdeposit account, with the Grantor Loan Party being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Accountdeposit account. The Collateral Agent agrees with each Grantor Loan Party that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, Loan Party unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, withdrawal would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to (A) any Deposit Account deposit account for which any GrantorLoan Party, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such GrantorLoan Party, the depositary bank and the Collateral Agent for the specific purpose set forth therein, (B) deposit accounts for which the Collateral Agent is the depositary bank and (C) any deposit account the average daily balance in which does not exceed $1,000,000 for any such account individually, and $5,000,000 for all such accounts in the aggregate, at any time. Notwithstanding the foregoing, at any time when a Permitted ABL Facility shall be in effect, the foregoing requirements shall be deemed satisfied with respect to any deposit account if the institution serving as collateral agent for such Permitted ABL Facility shall have control over such deposit account, for the benefit of the lenders under the Permitted ABL Facility and as bailee for the Collateral Agent, pursuant to an agreement reasonably satisfactory to the Collateral Agent and entered into by the Collateral Agent, the collateral agent for the Permitted ABL Facility and the applicable depository institution, which agreement shall provide for the transfer of control over such deposit account to the Collateral Agent upon the termination of the Permitted ABL Facility and the repayment and discharge of all loans and other extensions of credit thereunder.

Deposit Accounts. For (a) Each Grantor shall maintain on and after the Closing Date its Deposit Accounts with a financial institution listed on Schedule 5 or at such other financial institution reasonably acceptable to the Administrative Agent and the Required Lenders, each Deposit of which financial institutions (other than First Union) shall have executed a Depository Account that Agreement in substantially the form of Exhibit B hereto (any such institution a "Controlled Depository"). Upon the occurrence or during the continuance of a Default or Event of Default, whenever any Grantor at shall receive any time opens monies, checks or maintainsany other items of payment relating to, other than Deposit Accounts (A) that are payroll accountsor proceeds of, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000Accounts, such Grantor shallagrees with the Administrative Agent and Lenders that it will, upon consistent with Grantor's business practice, deposit all such items of payment into a Deposit Account at First Union or at a Controlled Depository. Upon receipt, such Grantor shall hold such items of payment in trust for the Collateral Agent’s requestAdministrative Agent and Lenders and as property of the Administrative Agent and Lenders, either (i) cause the depositary bank to agree to comply at any time with instructions separate from the Collateral Agent other funds of such Grantor, until such Grantor shall deposit the same in a Depository Account as provided above. (orb) Upon the occurrence or during the continuance of a Default or Event of Default, prior each Grantor shall forward to the Discharge Administrative Agent, on the last Business Day of First Lien Obligationseach week, deposit slips related to all such items of payment received by the First Lien Collateral Grantor during such week, and, if requested by the Administrative Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent copies of such Grantor or any checks and other personitems, pursuant to an agreement together with a statement showing the application of all payments on the Accounts during such week and a collection report with regard thereto in form and substance satisfactory to the Collateral Administrative Agent, or . (iic) arrange for The Administrative Agent shall have the Collateral Agent right (or, prior but not the obligation) to apply any funds held in any Deposit Account to the Discharge repayment of First Lien Obligations, any Obligations then due and payable in the First Lien Collateral Agent) to become the customer order set forth in Section 4.5 of the depositary bank with respect to Credit Agreement. (d) Upon the Deposit Account, with occurrence and during the Grantor being permitted, only with the consent continuance of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event the Administrative Agent shall have the right in accordance with Section 6 to transfer or direct the transfer of Default shall then exist or be continuing, the balance of each Deposit Account to the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereinAccount.

Deposit Accounts. Each Grantor shall deposit the net cash proceeds from any sale of Collateral in a Deposit Account (the “Collateral Proceeds Deposit Account”). For each Collateral Proceeds Deposit Account that any Grantor at any time opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, shall either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Collateral Proceeds Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, Agent or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Collateral Proceeds Deposit Account, with and in either case the Grantor being permitted, will be permitted to withdraw funds from such Collateral Proceeds Deposit Account only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any GrantorGrantor (to the extent such rights are to be exercised in a manner consistent with the Credit Agreement), unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to (A) any Collateral Proceeds Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereintherein and (B) Collateral Proceeds Deposit Accounts for which the Collateral Agent is the depositary. In no event shall a control agreement or a cash collateral agreement be required for any Deposit Account other than a Collateral Proceeds Deposit Account regardless of whether the Collateral Agent is the depositary for such Deposit Account.

Deposit Accounts. For each Deposit Account that any Grantor at any time opens or maintains, other such Grantor shall promptly (and, in the case of any Deposit Account that is maintained by any Grantor as of the Issue Date, no later than Deposit Accounts (A) the date that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts is 15 days after the Issue Date or (Bx) which do if the Senior Credit Facility is at the time a Minimum Size Credit Facility, such longer period as the First Priority Representative may permit pursuant to the First Lien Security Agreement or (y) if the Senior Credit Facility is not hold a Minimum Size Credit Facility, such longer period as the Collateral Agent may permit in its sole discretion, provided that if such extension is granted it shall be for any a period of five consecutive not less than 30 days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon ) after the Collateral Agent’s request, Issue Date either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Perfection Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other personPerson, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Perfection Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the such Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Perfection Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, Grantor unless an Event of Default has occurred and is continuing, continuing or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any (A) Deposit Account Accounts used exclusively for which any Grantorpayroll, the depositary bank payroll taxes and the Collateral Agent have entered into a other employee wage and benefit programs and (B) Deposit Accounts used as cash collateral agreement specially negotiated among accounts supporting obligations under letters of credit, letters of guarantee, Swap Agreements and similar obligations of the Company and its Subsidiaries, to the extent that the Liens in respect of such Grantor, cash collateral accounts are permitted by Sections 4.08 or 4.20 of the depositary bank and the Collateral Agent for the specific purpose set forth thereinIndenture.

Deposit Accounts. For each No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Deposit Account. From and after the date hereof, no Grantor shall establish or maintain any Deposit Account that any Grantor at any time opens or maintains, (other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause any payroll or benefits account so long as such payroll account is a zero balance account, (ii) any withholding tax or other trust or fiduciary account, and (iii) other Deposit Accounts so long as the depositary bank aggregate amount deposited in all such Deposit Accounts, together with the aggregate value of Investment Property, Commodity Contracts and other property standing to agree the credit of Securities Accounts and Commodity Accounts with respect to comply at any time which no Control Agreement has been delivered pursuant to subsection (c) below, does not exceed $50,000) unless, (1) other than, in the case of this clause (1) only, with instructions from respect to Deposit Accounts maintained on the Closing Date and disclosed in the Perfection Certificate delivered on the Closing date, it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent2) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of Bank and such Grantor or any other person, pursuant to an agreement in form shall have duly executed and substance satisfactory delivered to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank a Deposit Account Control Agreement with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Grantor with respect to funds from time to time credited to any Grantor, Deposit Account unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph Section 5.11(b) shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, is the depositary bank and bank. No Grantor shall grant (or permit the granting of) Control of any Deposit Account to any person other than the Collateral Agent for the specific purpose set forth thereinAgent.

Deposit Accounts. For each Deposit Account Each Pledgor hereby represents and warrants that any Grantor at any time opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause as of the depositary bank date hereof, such Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed on Schedule 16 to agree to comply at any time with instructions from the Collateral Agent Perfection Certificate, (ii) such Pledgor and each applicable Bank has executed and delivered, or, prior to the Discharge extent it has not already done so on the date hereof, shall execute and deliver in accordance with Section 5.15 of First Lien Obligationsthe Credit Agreement, a Control Agreement substantially in the First Lien Collateral Agent) to form set forth in Exhibit 5 hereto or such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance that is reasonably satisfactory to the Collateral AgentAgent with respect to each Deposit Account of such Pledgor listed on Schedule 16 to the Perfection Certificate other than Excluded Accounts, or and (iiiii) arrange for the Collateral Agent has a valid and enforceable perfected first priority security interest (or, prior subject to the Discharge of First Lien Obligations, the First Lien Collateral AgentPermitted Liens) to become the customer of the depositary bank in each such Deposit Account by Control. No Pledgor shall hereafter establish and maintain any Deposit Account with respect to which such Pledgor is required to enter into a Control Agreement hereunder or under the Deposit Account, with Credit Agreement unless (A) the Grantor being permitted, only with the consent of applicable Pledgor shall have given the Collateral AgentAgent at least 30 days’ (or such shorter period as may be agreed to in writing by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Deposit Account with a Bank, (B) such Bank shall be reasonably acceptable to exercise rights the Collateral Agent and (C) such Bank and such Pledgor shall have duly executed and delivered to withdraw funds from the Collateral Agent a Deposit Account Control Agreement (or an amendment to an existing Deposit Account Control Agreement) with respect to such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph Section 3.4(b) shall not apply to (x) any Excluded Accounts or (y) any Collateral Account or any other Deposit Accounts for which the Collateral Agent is the Bank. No Pledgor has granted or shall grant Control of any Deposit Account for which to any Grantor, the depositary bank and Person other than the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereinAgent.

Deposit Accounts. For (i) Grantor shall (x) cause all cash proceeds of Receivables, all cash payments received in the ordinary course of Grantor's restaurant business and all other cash of Grantor to be deposited only into the Collection Account and the other accounts listed in Schedule I and (y) direct all depository institutions holding Pledged Deposits to cause all such Pledged Deposits to be transferred no less frequently than once each Deposit Account that any Grantor day to, and only to, the Collection Account, with the Collateral Agent or Agent having the right so to direct such depository institutions (which notice may be given by the Collateral Agent or the Agent at any time opens following the occurrence of an Event of Default, regardless of whether or maintainsnot such Event of Default has been cured or waived). So long as no Event of Default shall have occurred and no notice shall have been given by the the Collateral Agent or the Agent, the Grantor shall be entitled to receive, retain and use any and all interest or other than Deposit Accounts distributions paid in respect of the Pledged Deposits. (ii) Upon the occurrence and during the continuance of an Event of Default and upon notice (as provided in clause (y) of the previous paragraph) having been given by the Collateral Agent or the Agent, (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow all interest or other fiduciary accounts or (B) which do not hold distributions in respect of the Pledged Deposits shall be received in trust for any period the benefit of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s requestAgent and the Secured Parties, either (i) cause the depositary bank to agree to comply at any time with instructions and upon written notice from the Collateral Agent or from the Agent to Grantor shall be segregated from other funds of the Grantor and shall be forthwith paid over from the Collection Account to (or, x) prior to the Discharge full and final payment of First Lien Obligationsall of the Secured Obligations under the New Credit Facility, the First Lien termination of all commitments to lend thereunder and the cancellation or expiration of all letters of credit issued, extended or renewed thereunder, the Agent as Collateral in the same form as so received (with any necessary endorsement) for deposit in the Grantor's account No. 546-11302 with the Agent or such other account as the Agent may specify in writing (the "Agent Account") and (y) upon the full and final payment of all of the Secured Obligations under the New Credit Facility, the termination of all commitments to lend thereunder and the cancellation or expiration of all letters of credit issued, extended or reversed thereunder, the Collateral Agent for deposit in the Collateral Account as Collateral in the same form as so received (with any necessary endorsement), and (B) the Requisite Party (as defined in the Intercreditor Agreement) may exercise dominion and control over, and refuse to permit further withdrawals (whether of money, securities, instruments or other property) from deposit accounts maintained with the Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, any Secured Party or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer any other person constituting part of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereinCollateral.

Deposit Accounts. For each Deposit Account that any Grantor at any time opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds The Company and its subsidiaries may from time to time credited establish deposit accounts with certain depositary banks in which collections from Inventory and Accounts may be deposited. Unless the Junior Liens on such ABL First Lien Collateral shall have been or concurrently are released, after the occurrence of the ABL First Lien Collateral Transition Date, the ABL Administrative Agent shall (a) to the extent that the same are then under the sole dominion and control of the ABL Administrative Agent and that such action is otherwise within the power and authority of the ABL Administrative Agent pursuant to the ABL Documents, at the request of the Term Loan Administrative Agent or the Term Loan Collateral Agent, transfer all cash and other assets in any such Deposit AccountAccount maintained with the ABL Administrative Agent to the Term Loan Collateral Agent (and each Grantor hereby authorizes and consents to any such transfer) and (b) at the request of the Term Loan Collateral Agent, without further consent cooperate with the Company and the Term Loan Collateral Agent (at the expense of such Grantor or the Company) in permitting control of any other person, pursuant Deposit Accounts to an agreement in form and substance be transferred to the Term Loan Collateral Agent (or for other arrangements with respect to each such Deposit Account satisfactory to the Term Loan Collateral Agent to be made); provided that if the ABL Obligations are Refinanced in accordance with Section 2.10, such Collateral and control will be transferred to the ABL Administrative Agent designated for such Refinancing indebtedness; it being understood and agreed that any existing control agreements in favor of the ABL Administrative Agent shall be revised to include the Term Loan Collateral Agent and any future control agreements shall be in favor of the ABL Administrative Agent and the Term Loan Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth therein.

Deposit Accounts. For each Deposit Account that any Grantor at any time opens or currently maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon on or prior to November 15, 2004 (or such later date not beyond January 15, 2004 as the Collateral Agent’s requestAdministrative Agent may agree in its sole discretion) with respect to Deposit Accounts in existence on the date hereof and within 60 days (or such time as the Administrative Agent may agree in its sole discretion) after opening any Deposit Account with respect to Deposit Accounts opened after the date hereof, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Administrative Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Administrative Agent, or (ii) arrange for the Collateral Administrative Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Administrative Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Administrative Agent agrees with each Grantor that the Collateral Administrative Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to (A) any Deposit Account for which any Grantor, the depositary bank and the Collateral Administrative Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Administrative Agent for the specific purpose set forth therein, (B) Deposit Accounts for which the Administrative Agent is the depositary, (C) Deposit Accounts of which all or a substantial portion of the funds on deposit are used for funding (i) payroll, (ii) 401(k) and other retirement plans and employee benefits, including rabbi trusts for deferred compensation, (iii) health care benefits (e.g., imprest accounts) and (iv) escrow arrangements (e.g., environmental indemnity accounts) and (D) other Deposit Accounts (not already subject to the provisions of this paragraph) with an aggregate average daily balance during any calendar quarter of all funds in all such other Deposit Accounts for all Grantors not in excess of $1,000,000 at any time.

Deposit Accounts. For (a) Within 90 days after the Effective Date (or such later date as the Administrative Agent shall agree), each Grantor shall (i) execute and deliver to the Administrative Agent Control Agreement for each Deposit Account that any Grantor at any time opens or maintains, (other than Deposit Accounts (Aaccounts with a balance not exceeding $25,000 individually or $100,000 in the aggregate) that are payroll accountsmaintained by such Grantor into which all cash, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow checks or other fiduciary accounts similar payments relating to or constituting payments made in respect of Receivables will be deposited into a depositary account (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of a “Controlled Account”), which Controlled Accounts are identified as such Grantor or any other personon Exhibit B, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for establish lock box service (the Collateral “Lock Boxes”) with the bank(s) set forth in Exhibit B, which lock boxes shall be subject to irrevocable lockbox agreements in the form provided by or otherwise reasonably acceptable to the Administrative Agent and shall be accompanied by an acknowledgment by the bank where the Lock Box is located of the Lien of the Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to Controlled Accounts (a “Lock Box Agreement”). After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Within 90 days after the Effective Date (or such later date as the Administrative Agent shall agree), each Grantor shall direct all of its Account Debtors and all Buying Groups to forward payments directly to Lock Boxes subject to Lock Box Agreements. The Administrative Agent shall have sole access to the Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Administrative Agent such sole access. At no time shall any Grantor remove any item from a Lock Box without the Administrative Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Lock Box subject to a Lock Box Agreement after notice from the Administrative Agent, the Administrative Agent shall, notwithstanding the language set forth in Section 6.2(b), be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any proceeds of any Receivables, such Grantor shall receive such payments as the Administrative Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Controlled Account. All funds deposited into any Lock Box subject to a Lock Box Agreement will be swept daily into Controlled Accounts and, to the extent provided in Section 7.3, swept on a daily basis into a collection account maintained by the Borrower with the Administrative Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit “Collection Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account”). The Collateral Agent agrees with each Grantor that the Collateral Administrative Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred hold and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon apply funds received into the waiver Collection Account as provided by the applicable Required Lenders terms of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereinSection 7.3.

Deposit Accounts. For The Grantors, in accordance with and to the extent required under the ABL Credit Agreement, shall maintain blocked account agreements relating to deposit accounts (the “Deposit Accounts”) with certain depositary banks (the “Depositary Banks”) in which collections from Inventory and Accounts (as each such term is defined in the ABL Credit Agreement) are deposited. The ABL Agent will act as gratuitous bailee for the Notes Agent and any Junior Subordinated Agent for the purpose of perfecting the Liens of the Notes Secured Parties and any Junior Subordinated Secured Parties in all such Deposit Accounts and the cash and other assets therein as provided in Section 3.01 (but will have no duty, responsibility or obligation to the Notes Secured Parties or any Junior Subordinated Secured Parties except as set forth in the next succeeding sentence). Unless the Junior Liens on such ABL Priority Collateral shall have been or concurrently are released. after the occurrence of the ABL Obligations Payment Date, the ABL Agent shall (a) transfer all cash and other assets in such Deposit Accounts maintained with it to a Deposit Account that designated by the Notes Agent (or the Junior Subordinated Agent, if the Notes Obligations Payment Date shall have occurred) and (b) cooperate with the Grantors and the Notes Agent (or the Junior Subordinated Agent, if the Notes Obligations Payment Date shall have occurred) in permitting control of any Grantor at any time opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon to be transferred to the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Notes Agent (oror the Junior Subordinated Agent, prior if the Notes Obligations Payment Date shall have occurred) (or for other arrangements with respect to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to each such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance Account satisfactory to the Collateral Notes Agent (or the Junior Subordinated Agent, if the Notes Obligations Payment Date shall have occurred) to be made), in each case, at the expense of the Grantors and without representation or (ii) arrange for warranty on the Collateral part of the ABL Agent (oror any ABL Secured Party. If the Notes Obligations Payment Date shall not yet have occurred at the time of the ABL Obligations Payment Date, prior to then after the Discharge occurrence of First Lien Obligationsthe Notes Obligations Payment Date, unless the Junior Subordinated Liens on such Deposit Accounts shall have been or concurrently are released, the First Lien Collateral Agent) to become Notes Agent shall comply with the customer terms of the depositary bank with respect to immediately preceding sentence as though the Deposit Account, with Notes Agent were the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral ABL Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Junior Subordinated Agent have entered into a cash collateral agreement specially negotiated among such Grantor, were the depositary bank and the Collateral Agent for the specific purpose set forth thereinNotes Agent.

Deposit Accounts. (i) For each Deposit Account that any Grantor at any time opens and Securities Account owned by Holdings or maintains, the Company (other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Cash Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor Account or any other personDeposit Account or Securities Account maintained at the Controlling Collateral Agent and (ii) any Excluded Account), pursuant Holdings and the Company shall cause the bank with which the Deposit Account or Securities Account is maintained to an agreement in form execute and substance satisfactory deliver to the Collateral Agent, within 60 days after the Second Restatement Effective Date (or such later date as may be agreed by the Controlling Collateral Agent) or, if later, within 30 days of the establishment of the respective Deposit Account or Securities Account (or such later date as may be agreed by the Controlling Collateral Agent), a “control agreement” (or an amendment thereto, in the case of any such “control agreement” in effect as of the Second Restatement Effective Date) in form and substance reasonably acceptable to the Collateral Agents, with such changes thereto as may be acceptable to the Collateral Agents; provided that any Deposit Account or Securities Account established after the Second Restatement Effective Date required to be subject to a “control agreement” by this Section 3.04(e) shall not have a balance exceeding $10,000,000 until the execution and delivery of such required “control agreement” in accordance with this Section 3.04(e). If any bank with which a Deposit Account or Securities Account is maintained refuses to, or does not, enter into such a “control agreement”, or amendment thereto, as applicable, to the extent required by this Section 3.04(e), then the respective Grantor shall promptly (and in any event within 60 days after the date of this Agreement (as amended and restated) or, if later, 30 days after the establishment of such Deposit Account or Securities Account (or such later date as may be agreed by the Controlling Collateral Agent)) close the respective Deposit Account or Securities Account and transfer all balances therein to the Cash Collateral Account or another Deposit Account or Securities Account meeting the requirements of this Section 3.04(e). If any bank with which a Deposit Account or Securities Account is maintained refuses to subordinate all its claims with respect to such Deposit Account or Securities Account to the Collateral Agents’ security interest therein on terms satisfactory to each Collateral Agent, then any Collateral Agent, at its option, may (x) require that such Deposit Account or Securities Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination. (ii) arrange for From and after the Collateral Agent Second Restatement Effective Date, each Grantor shall transfer funds to and from Deposit Accounts and Securities Accounts maintained by such Grantor (orincluding, prior without limitation, sweeping funds from Deposit Accounts and Securities Accounts maintained by Grantors which are Subsidiary Guarantors to Deposit Accounts and Securities Accounts maintained by the Company) in the ordinary course of business consistent with past practice. Notwithstanding anything to the Discharge of First Lien Obligationscontrary contained in this Section 3.04(e), the First Lien Collateral Agentin no event shall any Grantor be required to comply with this Section 3.04(e) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from extent any such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions Accounts or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereinSecurities Accounts constitute Excluded Collateral.

Deposit Accounts. For Each Grantor hereby represents and warrants to the Collateral Trustee that as of the date hereof (i) it has neither opened nor maintains any Deposit Accounts other than the accounts listed in Schedule VIII-A and Schedule VIII-B annexed hereto and (ii) the Collateral Trustee has a perfected first priority security interest in each Deposit Account that listed in Schedule VIII-A annexed hereto, by Control. No Grantor shall hereafter establish and maintain any Grantor at any time opens or maintainsDeposit Account, other than Deposit Accounts unless (A1) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon shall have given the Collateral Agent’s request, either Trustee fifteen (i15) cause the depositary bank days prior written notice of its intention to agree establish such new Deposit Account with a Bank and (2) such Bank and such Grantor shall have duly executed and delivered to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) Trustee a control agreement with respect to such depositary bank Deposit Account. The Collateral Trustee agrees with the Grantors that the Collateral Trustee shall not give any instructions directing the disposition of funds from time to time credited to such any Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions Account or withhold any withdrawal rights from the Grantors with respect to funds from time to time credited to any Grantor, Deposit Account unless as directed to do so by an Act of Required Debtholders or the Collateral Trustee has been notified in writing that a Priority Lien Event of Default has occurred and is continuing, or, would occur after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph Section 3.4 with respect to the execution and delivery of control agreements shall not apply to any Excluded Accounts listed on Schedule VIII-B annexed hereto. No Grantor shall grant Control of any Deposit Account for which to any Grantor, the depositary bank and Person other than the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent Trustee or any agent or trustee for the specific purpose set forth thereinholders of any Priority Lien Obligations.

Deposit Accounts. For Subject to Section 4.05(b), for each Deposit Account (other than Excluded Accounts) that any Grantor at any time opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s written request, either (i) cause the depositary bank to agree execute and deliver an agreement in form and substance satisfactory to the Collateral Agent pursuant to which such depository bank agrees to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, Person (other than the Revolving Loan Agent pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit AccountIntercreditor Agreement). The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless (i) an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist continuing or be continuing, (ii) the Collateral Agent shall revoke any has received notice of the applicable depository bank’s intention to terminate such instructionagreement and such Grantor has not, within five (5) Business Days of receipt by the Collateral Agent of such notice, entered into arrangements reasonably satisfactory to the Collateral Agent ensuring Collateral Agent’s continued perfected security interest in the relevant Deposit Account or the transfer of funds from the Specified Account to another Deposit Account as to which the Collateral Agent [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. has a perfected security interest, or such other arrangement as may be agreed by the Collateral Agent. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank bank, the Collateral Agent and the Collateral Revolving Loan Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank bank, the Collateral Agent and the Collateral Revolving Loan Agent for the specific purpose set forth therein.

Deposit Accounts. For Each Pledgor hereby represents and warrants that (i) as of the date hereof, such Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed on Schedule 16(a) to the Perfection Certificate with the respective banks referred to therein, (ii) such Pledgor and each applicable bank has executed and delivered, or to the extent it has not already done so on the date hereof, shall execute and deliver within thirty (30) days of the date hereof, a Control Agreement in such form as shall be satisfactory to the Noteholder Collateral Agent with respect to each Deposit Account that any Grantor at any time opens or maintains, of such Pledgor listed on Schedule 16(a) to the Perfection Certificate other than (a) Excluded Accounts, (b) bank accounts in jurisdictions outside of the United States, except as required under Section 3.7 as to which each Pledgor shall have 180 days from the date hereof to execute and deliver a Control Agreement or such other applicable documentation, or (c) any Deposit Accounts Account with an average daily balance of less than $100,000, individually, and $200,000 in the aggregate measured on a trailing thirty day basis, and (iii) the Noteholder Collateral Agent has or, to the extent that such Pledgor enters into the applicable Control Agreement after the date hereof, will have a valid and enforceable perfected first priority security interest (subject to the Intercreditor Agreement and Permitted Liens) in each such Deposit Account by Control. No Pledgor shall hereafter establish and maintain any Deposit Account with respect to which such Pledgor is required to enter into a Control Agreement hereunder or under the Indenture unless (A) that are payroll accountsthe applicable Pledgor shall have given the Noteholder Collateral Agent at least 15 days’ prior written notice of its intention to establish such new Deposit Account with a bank, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or and (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon bank and such Pledgor shall have duly executed and delivered to the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Noteholder Collateral Agent a Deposit Account Control Agreement (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant an amendment to an agreement in form and substance satisfactory to the Collateral Agent, or (iiexisting Deposit Account Control Agreement) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph Section 3.4(b) shall not apply to any Excluded Accounts or any other Excluded Property. No Pledgor has granted or shall grant Control of any Deposit Account for which to any GrantorPerson other than the Noteholder Collateral Agent and, prior to the Senior Obligations Payment Date and to the extent required under the Intercreditor Agreement, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereinSenior Represenative.

Deposit Accounts. For each Deposit Account Each Pledgor hereby represents and warrants that (i) as of the date hereof, such Pledgor has neither opened nor maintains any Grantor at any time opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) in which do not hold for any period of five consecutive days, the Pledgors maintain an aggregate amount average daily balance in excess of $1,000,000100,000, individually or in the aggregate, other than the accounts listed on Schedule 16(a) to the Perfection Certificate, (ii) such Grantor shallPledgor and each applicable Bank has executed and delivered, upon or, to the Collateral Agent’s requestextent it has not already done so on the date hereof, either (i) cause shall execute and deliver in accordance with Section 5.15 of the depositary bank Credit Agreement, a Deposit Account Control Agreement substantially in the form set forth in Exhibit 5 hereto or such other form that is reasonably satisfactory to agree to comply at any time with instructions from the Collateral Agent (or, prior with respect to each Deposit Account of such Pledgor listed on Schedule 16(a) to the Discharge of First Lien Obligations, Perfection Certificate other than (1) Excluded Accounts and (2) the First Lien Collateral AgentMonaco Account (as defined in Schedule 16(a) to the Perfection Certificate), and (iii) the Collateral Agent has a valid and enforceable perfected first priority security interest (subject to Permitted Liens) in each such depositary bank Deposit Account by Control. No Pledgor shall hereafter establish and maintain any Deposit Account with respect to which such Pledgor is required to enter into a Deposit Account Control Agreement pursuant to clause (ii) above unless (A) the applicable Pledgor shall have given the Collateral Agent at least five Business Days’ (or such shorter period as may be agreed to in writing by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Deposit Account with a Bank, (B) such Bank shall be reasonably acceptable to the Collateral Agent and (C) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement (or an amendment to an existing Deposit Account Control Agreement) with respect to such Deposit Account. The Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to such any Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Grantor, Deposit Account unless an Event of Default has occurred and is continuing, continuing or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph Section 3.4(b) shall not apply to (x) any Excluded Accounts or (y) any Collateral Account or any other Deposit Accounts for which the Collateral Agent is the Bank. No Pledgor has granted or shall grant Control of any Deposit Account for which to any Grantor, the depositary bank and Person other than the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereinAgent.

Deposit Accounts. For (a) Within 90 days after the Closing Date (or such later date as the Collateral Agent shall agree), each Grantor shall (i) execute and deliver to the Collateral Agent Control Agreement for each Deposit Account (other than accounts with a balance not exceeding $25,000 individually or $100,000 in the aggregate) maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited into a depositary account (such Deposit Account, a “Controlled Account”), which Controlled Accounts are identified as such on Exhibit B, and (ii) establish lock box service (the “Lock Boxes”) with the bank(s) set forth in Exhibit B, which lock boxes shall be subject to irrevocable lockbox agreements in the form provided by or otherwise reasonably acceptable to the Collateral Agent and shall be accompanied by an acknowledgment by the bank where the Lock Box is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to Controlled Accounts (a “Lock Box Agreement”). After the Closing Date, each Grantor will comply with the terms of Section 7.2. (b) Within 90 days after the Closing Date (or such later date as the Collateral Agent shall agree), each Grantor shall direct all of its Account Debtors that forward payments to such Grantor to forward payments directly to Lock Boxes subject to Lock Box Agreements. The Collateral Agent shall have sole access to the Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor at remove any time opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon item from a Lock Box without the Collateral Agent’s request, either (i) cause the depositary bank prior written consent. If any Grantor should refuse or neglect to agree notify any Account Debtor to comply at any time with instructions forward payments directly to a Lock Box subject to a Lock Box Agreement after notice from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (orshall, prior notwithstanding the language set forth in Section 6.2(b), be entitled to make such notification directly to Account Debtor. If notwithstanding the Discharge foregoing instructions, any Grantor receives any proceeds of First Lien Obligationsany Receivables, such Grantor shall receive such payments as the First Lien Collateral Agent) ’s trustee, and shall immediately deposit all cash, checks or other similar payments related to become the customer or constituting payments made in respect of the depositary bank with respect Receivables received by it to the Deposit a Controlled Account, with the Grantor being permitted, only with the consent . Any such proceeds of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that shall be applied in the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose order set forth thereinin Section 5.2 unless a court of competent jurisdiction shall otherwise direct.

Deposit Accounts. For As of the date hereof, no Debtor has any Deposit Accounts other than the accounts listed in Schedule 13 to the Perfection Certificate. The Collateral Agent has a security interest in each such Deposit Account, which security interest is perfected by Con- trol on a first-priority basis in the case of (i) the Concentration Account and each other concentra- tion account listed in Schedule 13 to the Perfection Certificate and (ii) each Deposit Account that any Grantor at any time opens or maintains, (other than an Excluded Account) where amounts held therein are not transferred on a daily basis into the Concentration Account. Each Debtor agrees that (a) it shall instruct each Bank at which a Deposit Account (other than an Excluded Account) is maintained to transfer all amounts held in such Deposit Accounts to the Concentration Account on a daily basis and (Ab) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period without the prior written consent of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either it shall not close the Concentration Account or any other concentration account listed in Schedule 13 to the Perfection Certificate. No Debtor shall hereaf- ter establish and maintain any Deposit Account (iother than an Excluded Account) cause the depositary bank to agree to comply at any time with instructions from unless (1) it shall have given the Collateral Agent 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (or, prior 2) such Bank shall be reasonably acceptable to the Discharge of First Lien ObligationsCol- lateral Agent and (3) such Bank and such Debtor shall have duly authorized, executed and deliv- ered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. Except as otherwise permitted by the Credit Agreement, the First Lien Collateral Agent) to such depositary bank Agent agrees with each Debtor that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to such any Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions Account or withhold any withdrawal rights from such Debtor with respect to funds from time to time credited to any Grantor, Deposit Account unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, . Each Debtor agrees that once the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply sends an instruction or notice to a Bank exercising its Control over any Deposit Account such Debtor shall not give any instructions or orders with respect to such Deposit Account includ- ing, without limitation, instructions for which distribution or transfer of any Grantor, funds in such Deposit Ac- count. No Debtor shall grant Control of any Deposit Account to any person other than the depositary bank Collat- eral Agent and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent trustee or agent for the specific purpose set forth thereinholders of Subordinated Notes.

Deposit Accounts. For Each Grantor hereby represents and warrants that (i) it has neither opened nor maintains any Deposit Accounts other than the Collateral Account established and maintained pursuant to this Agreement and the accounts listed in Schedule 17 of the Perfection Certificate and (ii) the Collateral Agent has a perfected first priority security interest in the Collateral Account and each Deposit Account that any Grantor at any time opens or maintains, listed in Schedule 17 of the Perfection Certificate by Control (other than such Deposit Accounts (Ax) that are payroll accountsin which the average monthly balance on deposit in all such Deposit Accounts is less than $1,000,000 in the aggregate, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts (y) in which the granting of a security interest and entering into a Control Agreement with respect to such Deposit Accounts is prohibited by Requirements of Law or (Bz) in which do not hold for the granting of a security interest and entering into a Control Agreement with respect to such Deposit Account is prohibited by, and would result in a default under, any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Permitted Receivables or Factoring Financing). No Grantor shall, upon shall hereafter establish and maintain any Deposit Account unless (1) the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from applicable Grantor shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent2) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of Bank and such Grantor or any other person, pursuant to an agreement in form shall have duly executed and substance satisfactory delivered to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank a Control Agreement with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Grantor with respect to funds from time to time credited to any Grantor, Deposit Account unless an Event of Default has occurred and is continuing, continuing or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders . No Grantor shall grant Control of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which to any Grantor, the depositary bank and Person other than the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereinAgent.

Deposit Accounts. For (a) On or before the Effective Date, each Grantor shall execute and deliver to the Collateral Agent executed Deposit Account Control Agreements for each Deposit Account that any Grantor at any time opens or maintains, listed on Schedule 3.10 (other than Excluded Accounts) maintained by such Grantor. Other than cash and cash equivalents maintained in Excluded Accounts, the Company shall cause all of the cash and cash equivalents of the Company and any of the other Grantors to be held in Deposit Accounts subject to Deposit Account Control Agreements (Aother than Excluded Accounts) or Securities Accounts that are payroll accountscomply with Section 4.9. (b) Before opening or replacing any Deposit Account (other than an Excluded Account), withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such each Grantor shall, upon the Collateral Agent’s request, either shall (i) cause the depositary each bank or financial institution in which it seeks to agree open a Deposit Account to comply at any time enter into a Deposit Account Control Agreement with instructions from the Collateral Agent (or, prior in order to give the Discharge Collateral Agent Control of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form Account and substance satisfactory to the Collateral Agent, or (ii) arrange for deliver an updated Schedule 3.10 listing all Deposit Accounts then maintained by the Grantors. In the case of a Deposit Account maintained with any of the Lenders, the terms of such Deposit Account Control Agreements shall be subject to the provisions of the Collateral Agent (or, prior to Agency Agreement regarding setoffs. Each Grantor agrees that the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank Deposit Account Control Agreement with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from each such Deposit Account shall provide, among other things, that upon the opening by it of any Deposit Account (other than an Excluded Account. The Collateral Agent agrees with each Grantor that ), the Collateral Agent shall have Control with respect to such Deposit Account and all cash and other property therein. (c) The Collateral Agent, on behalf of the Secured Parties, agrees that it will not give any such instructions under the Deposit Account Control Agreements or withhold any withdrawal rights from any Grantor, the Securities Account Control Agreements requiring the applicable depository institution to comply with instructions provided by the Collateral Agent unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth therein.

Deposit Accounts. For each Deposit Account that any Grantor at any time opens or maintains(a) The Grantors, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligationsextent required by the ABL Credit Agreement, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds may from time to time credited to establish deposit accounts (the “Deposit Accounts”) with certain depositary banks in which collections from Inventory and Accounts may be deposited. To the extent that any such Deposit AccountAccount is under the control of the ABL Agent and Noteholder Lien Secured Parties at any time, without further consent of such Grantor or any other person, pursuant to an agreement in form the ABL Agent will act as gratuitous bailee and substance satisfactory to the Collateral Agent, or (ii) arrange agent for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Noteholder Collateral Agent for the specific purpose set forth thereinof perfecting the Liens of the Noteholder Lien Secured Parties in such Deposit Accounts and the cash and other assets therein as provided in Section 3.01 (but will have no duty, responsibility or obligation to the Noteholder Lien Secured Parties (including, without limitation, any duty, responsibility or obligation as to the maintenance of such control, the effect of such arrangement or the establishment of such perfection). Unless the Junior Liens on such ABL First Lien Collateral shall have been or concurrently are released, after the occurrence of Discharge of Senior Secured Debt Obligations, the ABL Agent shall, to the extent that the same are then under the sole dominion and control of the ABL Agent and that such action is otherwise within the power and authority of the ABL Agent pursuant to the ABL Documents, at the request of the Noteholder Collateral Agent, cooperate with the Grantors and the Noteholder Collateral Agent (at the expense of the Grantors) in permitting control of any Deposit Accounts to be transferred to the Noteholder Collateral Agent (or for other arrangements with respect to each such Deposit Accounts satisfactory to the Noteholder Collateral Agent to be made). (b) The Grantors, the Representatives, the Secured Parties and all other parties hereto agree that only proceeds of the Noteholder First Lien Collateral may be deposited in the Collateral Proceeds Account and the Grantors agree to so instruct each account debtor of each Grantor and each other applicable Person and to take all other actions necessary to give effect to the intent of this Section 3.02(b). Without limiting the generality of the foregoing, the Noteholder Collateral Agent hereby agrees that if the Collateral Proceeds Account contains any proceeds of the ABL First Lien Collateral, it shall hold such proceeds in trust for the ABL Secured Parties and transfer such proceeds to the ABL Secured Parties reasonably promptly after obtaining actual knowledge or notice from the ABL Secured Parties that it has possession of such proceeds in accordance with Section 2.04(b).

Deposit Accounts. For (a) On or before the Effective Date, each Grantor shall execute and deliver to the Collateral Agent executed Deposit Account Control Agreements for each Deposit Account that any Grantor at any time opens or maintains, listed on Schedule 3.8 (other than Excluded Accounts) maintained by such Grantor. Other than cash and Cash Equivalents maintained in Excluded Accounts, the Company shall cause all of the cash and Cash Equivalents of the Company and any of the other Grantors to be held in Deposit Accounts subject to Deposit Account Control Agreements (Aother than Excluded Accounts) or Securities Accounts that are payroll accountscomply with Section 4.9. (b) Before opening or replacing any Deposit Account (other than an Excluded Account), withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such each Grantor shall, upon the Collateral Agent’s request, either shall (i) cause the depositary each bank or financial institution in which it seeks to agree open a Deposit Account to comply at any time enter into a Deposit Account Control Agreement with instructions from the Collateral Agent (or, prior in order to give the Discharge Collateral Agent Control of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form Account and substance satisfactory to the Collateral Agent, or (ii) arrange for deliver an updated Schedule 3.8 listing all Deposit Accounts then maintained by the Grantors. In the case of a Deposit Account maintained with any of the Lenders, the terms of such Deposit Account Control Agreements shall be subject to the provisions of the Collateral Agent (or, prior to Agency Agreement regarding setoffs. Each Grantor agrees that the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank Deposit Account Control Agreement with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from each such Deposit Account shall provide, among other things, that upon the opening by it of any Deposit Account (other than an Excluded Account. The Collateral Agent agrees with each Grantor that ), the Collateral Agent shall have Control with respect to such Deposit Account and all cash and other property therein. (c) The Collateral Agent, on behalf of the Secured Parties, agrees that it will not give any such instructions under the Deposit Account Control Agreements or withhold any withdrawal rights from any Grantor, the Securities Account Control Agreements requiring the applicable depository institution to comply with instructions provided by the Collateral Agent unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth therein.

Deposit Accounts. For Each Pledgor hereby represents and warrants that (i) as of the date hereof, such Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed on Schedule 16(a) to the Perfection Certificate with the respective banks referred to therein, (ii) such Pledgor and each applicable bank has executed and delivered, or to the extent it has not already done so on the date hereof, shall execute and deliver within thirty (30) days of the date hereof, a Control Agreement in such form as shall be satisfactory to the Noteholder Collateral Agent with respect to each Deposit Account that any Grantor at any time opens or maintains, of such Pledgor listed on Schedule 16(a) to the Perfection Certificate other than (a) Excluded Accounts, (b) bank accounts in jurisdictions outside of the United States, except as required under Section 3.7 as to which each Pledgor shall have 180 days from the date hereof to execute and deliver a Control Agreement or such other applicable documentation, or (c) any Deposit Accounts Account with an average daily balance of less than $100,000, individually, and $200,000 in the aggregate measured on a trailing thirty day basis, and (iii) the Noteholder Collateral Agent has or, to the extent that such Pledgor enters into the applicable Control Agreement after the date hereof, will have a valid and enforceable perfected first priority security interest (subject to the Intercreditor Agreement and Permitted Liens) in each such Deposit Account by Control. No Pledgor shall hereafter establish and maintain any Deposit Account with respect to which such Pledgor is required to enter into a Control Agreement hereunder or under the Indenture unless (A) that are payroll accountsthe applicable Pledgor shall have given the Noteholder Collateral Agent at least 15 days’ prior written notice of its intention to establish such new Deposit Account with a bank, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or and (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon bank and such Pledgor shall have duly executed and delivered to the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Noteholder Collateral Agent a Deposit Account Control Agreement (oror an amendment to an existing Deposit Account Control Agreement) with respect to such Deposit Account. The provisions of this Section 3.4(b) shall not apply to any Excluded Accounts or any other Excluded Property. No Pledgor has granted or shall grant Control of any Deposit Account to any Person other than the Noteholder Collateral Agent and, prior to the Discharge of First Lien ObligationsABL Obligations and to the extent required under the Intercreditor Agreement, the First Lien Collateral ABL Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth therein.

Deposit Accounts. For each Deposit Account that any Grantor at any time opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shallshall promptly (and, upon in the Collateral Agent’s requestcase of any Deposit Account that is maintained by any Grantor as of the Effective Date, no later than the date that is 30 days after the Effective Date or such longer period as the Administrative Agent may permit, in its sole discretion) after the Effective Date either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Administrative Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other personPerson, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, or (ii) arrange for the Collateral Administrative Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the such Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Administrative Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Administrative Agent agrees with each Grantor that the Collateral Administrative Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, Grantor unless an Event of Default has occurred and is continuing, continuing or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any (A) Deposit Account Accounts used exclusively for which any Grantorpayroll, payroll taxes and other employee wage and benefit programs and (B) Deposit Accounts used as cash collateral accounts supporting obligations under letters of credit, letters of guarantee, Swap Agreements and similar obligations of STX, the depositary bank Borrower and the Collateral Agent have entered into a Subsidiaries, to the extent that the Liens in respect of such cash collateral agreement specially negotiated among such Grantor, accounts are permitted by Section 6.02(g) or Section 6.02(h) of the depositary bank and the Collateral Agent for the specific purpose set forth thereinCredit Agreement.

Deposit Accounts. For each Deposit Account (other than such account that is solely (x) a payroll, benefits, trust or escrow account or (y) a pledged account permitted under Section 6.02 of the Credit Agreement) that any Grantor at any time opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, shall either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Administrative Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other personPerson, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent (it being understood that, to the extent such form contains customary terms and conditions, an agreement on the applicable depositary bank’s standard form shall be deemed to be reasonably satisfactory to the Administrative Agent), or (ii) arrange for the Collateral Administrative Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the such Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Administrative Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Administrative Agent agrees with each Grantor that the Collateral Administrative Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, Grantor unless an Event of Default specified in clause (a), (b), (g), (h), (i), (j) or (k) of Section 7.01 of the Credit Agreement has occurred and is continuing, continuing or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply prior to the date that is 90 days after the date hereof and shall not apply to (A) any Deposit Account for which any Grantor, the depositary bank and the Collateral Administrative Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Administrative Agent for the specific purpose set forth therein, (B) Deposit Accounts for which the Administrative Agent is the depositary or (C) any Deposit Account that has an aggregate cash balance of less than $5,000,000 (determined at the end of any Business Day and after giving effect to any daily sweep of such account); provided, however, that the aggregate cash balances of all Deposit Accounts of the Grantors excluded from the requirements of this paragraph (b) pursuant to this clause (C) shall not, at any time, exceed $20,000,000.

Deposit Accounts. For Upon request of the Collateral Agent following the occurrence of an Unmatured Event of Default or Event of Default, each Grantor shall enter into a Control Agreement to create a perfected first priority security interest by Control in each Deposit Account that any Grantor at any time opens or maintains, listed in Schedule 17 of the Perfection Certificate and each Deposit Account thereafter acquired after the date hereof (other than such Deposit Accounts in which the granting of a security and entering into a Control Agreement with respect to such Deposit Account is prohibited by, and would result in a default under, any Permitted Receivables or Factoring Financing). Following the request set forth in the preceding sentence, no Grantor shall thereafter establish any Deposit Account, unless (A1) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such the applicable Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from shall have given the Collateral Agent ten (or10) days’ prior written notice of its intention to establish such new Deposit Account with a Bank, prior (2) such Bank and such Grantor shall have duly executed and delivered to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited Agent a Control Agreement with respect to such Deposit Account, without further consent of . such Grantor or any other person, pursuant to an agreement that the Collateral Agent shall receive a first priority security interest by Control in form such new Deposit Account and substance satisfactory (3) such Deposit Account is acceptable to the Collateral Agent. No Grantor shall grant Control of any Deposit Account to any Person other than the Collateral Agent. Upon request following the occurrence of an Unmatured Event of Default or Event of Default, each Grantor shall grant a security interest by Control to create a perfected security interest in all Securities Accounts and Commodity Accounts (other than such Securities Accounts or Commodity Accounts in which the granting of a security interest and entering into a Control Agreement with respect to such Securities Accounts or Commodity Accounts is prohibited by Requirements of Law). Following the request set forth in the preceding sentence, (i) no Grantor shall establish or maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless such Grantor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be; and (ii) arrange each Grantor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (or1) Business Day of actual receipt thereof, prior to the Discharge deposit any cash or Investment Property and any new securities, instruments, documents or other property by reason of First Lien Obligations, the First Lien Collateral Agent) to become the customer ownership of the depositary bank with respect Investment Property received by it into a Securities Account or Commodity Account subject to the Deposit Account, with the Grantor being permitted, only with the consent such Control Agreement in favor of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights from any by such Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawalsuch investment and withdrawal rights, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no . No Grantor shall grant control over any Investment Property to any Person other Event of Default shall then exist or be continuing, than the Collateral Agent Agent. Notwithstanding anything to the contrary in this subsection (c), in no event shall revoke the foregoing include any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, “Collateral” as defined in the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereinU.S. Pledge Agreement.

Deposit Accounts. For With respect to each existing Deposit Account maintained by each Grantor, within 90 days of the Effective Date (or such later date as determined by the Collateral Agent in its sole discretion, which shall in no event be later than 150 days from the Effective Date), and with respect to each Deposit Account that any Grantor at any time opens or maintainsopens, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period within 60 days of five consecutive days, an aggregate amount in excess the opening of $1,000,000such account, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other personPerson, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, Grantor unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to (A) any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth therein, (B) Deposit Accounts for which the Collateral Agent is the depositary, (C) any Deposit Account exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Grantor's employees made in the ordinary course of business, (D) any Deposit Account that is exclusively used for disbursements made in the ordinary course of business and (E) any Deposit Account opened and maintained by any Grantor in the ordinary course of business in which not more than $100,000 is held at any time, provided that the aggregate amount of funds maintained in all such deposit accounts under this clause (E) shall not exceed $1,000,000 at any time.

Deposit Accounts. For each Deposit Account that any Grantor at any Upon the request of the Administrative Agent, subject to the last sentence of this Section 6.02, the Borrower shall, and shall cause its relevant Subsidiaries and the relevant depository financial institutions, to execute, deliver and/or file or record such additional Security Documents as the Administrative Agent shall deem necessary or advisable from time opens or maintainsto time to maintain, create and perfect a first priority security interest in favor of the Agent in all "deposit accounts" (as defined in the Uniform Commercial Code) of the Borrower and its Subsidiaries (other than Deposit Accounts the Special Purpose Subsidiary and the Letter-of-Credit Subsidiary) in existence on the Closing Date and all after-acquired deposit accounts in which the Borrower or any of its Subsidiaries (Aother than the Special Purpose Subsidiary and the Letter-of-Credit Subsidiary) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount maintains a balance in excess of $1,000,00050,000.00; provided, such Grantor shallhowever, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply that no mandatory cash sweeps shall be required at any time with instructions from the Collateral Agent (orwhen no Event of Default has occurred and is continuing; and provided further that, prior subject to the Discharge last sentence of First Lien Obligationsthis Section 6.02, the First Lien Collateral AgentBorrower and its Subsidiaries shall, within 45 days after the Closing Date, deliver control agreements in form and substance satisfactory to the Administrative Agent and the relevant depository financial institutions and signed by the respective account holder and depository financial institution with respect to all deposit accounts of the Borrower and its Subsidiaries (other than the Special Purpose Subsidiary and the Letter-of-Credit Subsidiary) in existence on the Closing Date. After the Closing Date, the Borrower and its Subsidiaries shall not open any deposit account (other than any account relating to such depositary bank directing the disposition operation of funds from time a Station in which the balance does not exceed $50,000.00) unless the Borrower shall have delivered to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an the Administrative Agent a control agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for Agent and the Collateral Agent (or, prior to relevant depository financial institutions and signed by the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank respective account holder and depository financial institution with respect to such deposit account. Notwithstanding the Deposit Accountforegoing provisions of this Section 6.02, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuingthe Borrower Intercreditor Agreement remains in effect, the Collateral Borrower shall not be required to deliver to the Administrative Agent shall revoke any such instruction. The provisions of this paragraph shall not apply control agreements or other Security Documents with respect to any Deposit Account for which any Grantor, deposit account if the depositary bank and Borrower previously has delivered a control agreement applicable to such deposit account to the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent agent for the specific purpose set forth thereinlenders under the Borrower Term Loan Agreement.

Deposit Accounts. For each Deposit Account that any Grantor at any time opens or maintains(a) The Grantors, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligationsextent required by the ABL Credit Agreement, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds may from time to time credited to establish deposit or other accounts (the “Deposit Accounts”) with certain depositary banks in which collections from inventory and Accounts (as defined in the ABL Credit Agreement) may be deposited. To the extent that any such Deposit AccountAccount is under the control of the ABL Agent at any time, the ABL Agent will act as agent and gratuitous bailee for each CF Debt Agent for the purpose of perfecting the Liens of the CF Debt Secured Parties in such Deposit Accounts and the cash and other assets therein as provided in Section 3.01 (but will have no duty, responsibility or obligation to the CF Debt Secured Parties (including, without further consent limitation, any duty, responsibility or obligation as to the maintenance of such Grantor control, the effect of such arrangement or the establishment of such perfection)). Unless the Junior Liens on such ABL Priority Collateral shall have been or concurrently are released, after the occurrence of any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Senior Secured Debt Obligations, the First Lien Collateral Agent) ABL Agent shall, to become the customer extent that the same are then under the sole dominion and control of the depositary bank ABL Agent and that such action is otherwise within the power and authority of the ABL Agent pursuant to the ABL Debt Documents, at the request of any CF Debt Agent, cooperate with Grantors and the other CF Debt Agents (at the expense of the Grantors) in permitting control of any Deposit Accounts to be transferred to the Controlling CF Debt Agent (or for other arrangements with respect to each such Deposit Accounts satisfactory to each CF Debt Agent to be made). (b) The Grantors, the Deposit AccountRepresentatives, with the Grantor being permitted, Secured Parties and all other parties hereto agree that only with the consent proceeds of the CF Debt Priority Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that may be deposited in the Collateral Proceeds Accounts and agree to take all other actions necessary to give effect to the intent of this Section 3.02(b). Without limiting the generality of the foregoing, each CF Debt Agent hereby agrees that if any Collateral Proceeds Account contains any proceeds of the ABL Priority Collateral, it shall hold such proceeds in trust for the ABL Secured Parties and transfer such proceeds to the ABL Secured Parties reasonably promptly after obtaining actual knowledge or notice from the ABL Secured Parties that it has possession of such proceeds in accordance with Section 2.04(b). Subject to Section 7.12, each CF Debt Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect written notice to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, ABL Agent identifying the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereinProceeds Accounts.

Deposit Accounts. (a) For each Deposit Account that any which is Collateral, the Grantor at any time opens or maintains, other than maintaining such Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor Account shall, upon at the Collateral Agent’s request's request and option, either (ia) cause the depositary bank to agree enter into a written agreement or other authenticated record with the Collateral Agent, in form and substance satisfactory to the Collateral Agent, pursuant to which such depositary bank shall agree, among other things, to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral AgentGrantor, or (iib) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the each Grantor being permitted, only with the consent of the Collateral AgentAgent in each instance, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon . (b) Each Grantor hereby agrees that it shall maintain the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, Purchase Escrow Account with the Collateral Agent shall revoke any pursuant to a Control Agreement among such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank Grantor and the Collateral Agent have entered into a cash collateral agreement specially negotiated among Agent, pursuant to which such Grantor, Grantor agrees that the depositary bank and disposition of funds in the Purchase Escrow Account shall be directed at all times by the Collateral Agent for without the specific purpose set forth further consent of such Grantor. All proceeds maintained in the Purchase Escrow Account shall be held, applied and maintained solely in accordance with Section 5.18 of the Credit Agreement and the other provisions of the Credit Agreement referred to therein.

Deposit Accounts. For As of the date hereof each Grantor has neither opened nor maintains any Deposit Accounts other than Excluded Accounts and the accounts listed on Schedule V. From and after the date occurring 60 days from the date hereof, or in the case of any Deposit Account that any Grantor at any time opens which was an Excluded Account but ceases to constitute same, 30 days after such cessation, or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000each case, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory longer period as is acceptable to the Collateral Agent, or (ii) arrange for each Grantor shall use commercially reasonable efforts to cause each of such Deposit Accounts to be subject to the terms of a fully executed Deposit Account Control Agreement. Each applicable Grantor will give prompt notice to the Collateral Agent upon establishing a new Deposit Account with a bank. Such Grantor shall use commercially reasonable efforts to, within 30 days after the establishment or maintenance of any Deposit Account referred to in the preceding sentence (oror such longer period as is agreed by the Collateral Agent), prior such bank and such Grantor shall duly execute and deliver to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank Agent a Deposit Account Control Agreement with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Grantor with respect to funds from time to time credited to any Grantor, unless Deposit Account or give any notice of sale or exclusive control over any Deposit Accounts except upon the occurrence of an Event of Default has occurred and that is continuing, or, after giving effect . No Grantor shall grant Control of any Deposit Account to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no person other Event of Default shall then exist or be continuing, than the Collateral Agent shall revoke any such instructionAgent. The provisions of this paragraph Section 4.06 shall not apply to (1) any Deposit Account Accounts for which the Collateral Agent is the Bank, (2) any Deposit Accounts (and the cash and Cash Equivalents therein) specifically and exclusively used for (x) payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of any Grantor’s employees and accrued and unpaid employee compensation (including salaries, wages, benefits and expense reimbursements), (y) all taxes required to be collected or withheld (including, without limitation, federal and state withholding taxes (including the employer’s share thereof), taxes owing to any governmental unit thereof, sales, use and excise taxes, customs duties, import duties and independent customs brokers’ charges), and other taxes for which any GrantorGrantor may become liable or (z) accounts used as collateral to satisfy potential obligations permitted by Section 8.01(l) of the Credit Agreement and (3) any Deposit Accounts which individually, or in the depositary bank and the Collateral Agent aggregate, do not have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent more than $50,000 on deposit therein for the specific purpose set forth thereinany period of more than five Business Days (each an “Excluded Account”).

Deposit Accounts. For (i) Commencing within 90 days of the date hereof (or such longer time as is commercially reasonable), each Deposit Account that any Grantor at any time opens or maintains, other than Deposit Accounts shall (A) establish and maintain deposit accounts at the ABL Agent or, subject to Section 5.15 of the ABL Credit Agreement, other banks that are payroll accountsenter into a Control Agreement (each a “Controlled Account Bank”), withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or and (B) which do not hold deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account (other than, for any period the avoidance of five consecutive daysdoubt, an aggregate amount in excess bank accounts that constitute Excluded Assets) of $1,000,000, such Grantor shall(each, upon a “Controlled Account”) at one of the Collateral Agent’s requestControlled Account Banks and maintain such Collections in a Controlled Account. (ii) Each Grantor shall establish and maintain (or, either (iin the case of Controlled Accounts where the ABL Agent is the Controlled Account Bank, use commercially reasonable efforts to establish and maintain) cause the depositary bank to agree to comply at any time a Control Agreement with instructions from the Collateral Agent (orand the applicable Controlled Account Bank, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory reasonably acceptable to the Collateral Agent, with respect to each Controlled Account. Each Grantor shall ensure (or, in the case of Controlled Accounts where the ABL Agent is the Controlled Account Bank, use commercially reasonable efforts to ensure) that such Control Agreement shall provide, among other things that, subject to the Intercreditor Agreement or any other Acceptable Intercreditor Agreement and Section 7.18 hereof, (iiA) arrange from and after the occurrence and during the continuance of an Event of Default, the Controlled Account Bank will comply with any instructions originated by the Collateral Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of the Collateral Agent (or, prior to the Discharge of First Lien Obligationsan “Activation Instruction”), the First Lien Collateral Agent) to become Controlled Account Bank will transfer the customer of amounts in the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of applicable Controlled Account as instructed by the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees not to issue an Activation Instruction with each Grantor that respect to the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, Controlled Accounts unless an Event of Default has occurred and is continuing, or, after giving effect continuing at the time such Activation Instruction is issued. The Collateral Agent agrees to rescind an Activation Instruction (the “Rescission”) promptly and in any withdrawal, would occur; provided, however, upon the waiver by event within 3 Business Days of the applicable Required Lenders of such Event of Default, so long as no other Event of Default ceasing to exist. (iii) Within 90 days of opening or acquiring any Controlled Account (or such longer time as is commercially reasonable), and subject to the limitations set forth in Section 4.04(b)(i) above, the applicable Grantor and such prospective Controlled Account Bank shall then exist or be continuing, have executed and delivered to the Collateral Agent a Control Agreement; except, that, with respect to any Permitted Acquisition, the applicable Grantor and any Control Account Bank where a Controlled Account associated with such Permitted Acquisition is located shall revoke execute and deliver to the Collateral Agent a Control Agreement within 90 days of such Permitted Acquisition (or such longer time as is commercially reasonable). (iv) Commencing 90 days after the date hereof (or such longer time as is commercially reasonable) with respect to Deposit Accounts existing on the date hereof and within 90 days of opening or acquiring any Deposit Account (or such instruction. The longer time as is commercially reasonable) with respect to Deposit Accounts opened or acquired after the date hereof, for each other Deposit Account of each Grantor (other than a Controlled Account), such Grantor will provide to the Collateral Agent a Control Agreement (or, in the case of a Deposit Account where the ABL Agent is the financial institution holding such Deposit Account, use commercially reasonable efforts to provide a Control Agreement) duly executed by such Grantor and the financial institution holding such Deposit Account of such Grantor; except, that, (A) with respect to any Deposit Accounts acquired in connection with a Permitted Acquisition, such Control Agreement shall not be required until 90 days after such Permitted Acquisition (or such longer time as is commercially reasonable), and (B) the provisions of this paragraph Section 4.04(b)(iv) shall not apply to (x) any Deposit Account deposit account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereintherein or (y) any deposit account that constitutes an Excluded Asset.

Deposit Accounts. For (i) Each Pledgor has neither opened nor maintains as of the date hereof, and after the completion of all the Transaction Steps, any Deposit Accounts other than the accounts listed in Schedule 13(a) annexed to the Perfection Certificate, and (ii) the Administrative Agent has a perfected first priority security interest in each Deposit Account that any Grantor at any time opens or maintains, other than listed in Schedule 13(a) annexed to the Perfection Certificate. Each Pledgor shall close the Deposit Accounts (Alisted in Schedule 13(b) that are payroll accountsto the Perfection Certificate within three Business Days of the date hereof, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow and shall use its best efforts to cause the banks or other fiduciary accounts or (Bfinancial institutions with which the Deposit Accounts referred to in Schedule 13(a) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge Perfection Certificate are maintained to execute and deliver to the Administrative Agent a Deposit Account Control Agreement in respect of First Lien Obligationssuch accounts on or before March 18, 2004, provided that if any such Deposit Account Control Agreement is not executed and delivered by the relevant bank or other financial institution on or before March 18, 2004, the First Lien Collateral Agent) relevant Pledgor shall forthwith close the relevant Deposit Account and transfer the funds on deposit therein to a Deposit Account in respect of which a Deposit Account Control Agreement has been executed and delivered by the bank or financial institution. Except to the extent permitted in the immediately preceding sentence, no Pledgor shall hereafter establish and maintain any Deposit Account unless the applicable bank or other financial institution with which such Deposit Account is maintained and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such depositary bank Deposit Account. Each Pledgor agrees that at the time it establishes any additional Deposit Accounts it shall enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to such any Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Grantor, Deposit Account unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph Section 3.4(b) shall not apply to (a) the Collateral Accounts or to any other Deposit Accounts for which the Administrative Agent is the depositary bank, (b) any Deposit Account for which any Grantora Pledgor, the depositary bank or other financial institution and the Collateral Administrative Agent have entered into a cash collateral agreement specially specifically negotiated among such GrantorPledgor, the depositary bank or other financial institution and the Collateral Administrative Agent for the specific purpose set forth out therein, (c) any Deposit Account or Deposit Accounts opened or maintained by a Pledgor other than the Canadian Borrower with a monthly average daily balance over the 12 month period immediately preceding the time of determination of less than Cdn.$1,000,000 in individually, or Cdn.$5,000,000 in the aggregate for all Deposit Accounts maintained by such Pledgor with any one Bank or other financial institution (or the equivalent amounts thereof in any other currency), and (d) Deposit Accounts primarily for payroll purposes or holding restricted cash in connection with self-insurance programs. No Pledgor shall grant to any person other than the Administrative Agent the right to give instructions without the consent of such Pledgor to the bank or other financial institution with which a Deposit Account is maintained with respect to the disposition of the funds in such account.

Deposit Accounts. For each Deposit Account that any Grantor at any time opens or maintains(a) The Grantors, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligationsextent required by the ABL Credit Agreement, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds may from time to time credited to establish deposit accounts (the “Deposit Accounts”) with certain depositary banks in which Accounts (as defined in the ABL Credit Agreement as of the date hereof) and other amounts may be deposited. To the extent that any such Deposit AccountAccount is under the control of the ABL Agent at any time, the ABL Agent will act as agent and gratuitous bailee for each Fixed Assets Debt Agent for the purpose of perfecting the Liens of the Fixed Assets Debt Secured Parties in such Deposit Accounts and the cash and other assets therein as provided in Section 3.01 (but will have no duty, responsibility or obligation to the Fixed Assets Debt Secured Parties (including, without further consent limitation, any duty, responsibility or obligation as to the maintenance of such Grantor control, the effect of such arrangement or the establishment of such perfection). Unless the Junior Liens on such ABL Priority Collateral shall have been or concurrently are released, after the occurrence of any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Senior Secured Debt Obligations, the First Lien Collateral Agent) ABL Agent shall, to become the customer extent that the same are then under the sole dominion and control of the depositary bank ABL Agent and that such action is otherwise within the power and authority of the ABL Agent pursuant to the ABL Debt Documents, at the request of any Fixed Assets Debt Agent, cooperate with Grantors and the other Fixed Assets Debt Agents (at the expense of the Grantors) in permitting control of any Deposit Accounts to be transferred to the Controlling Fixed Assets Debt Agent (or for other arrangements with respect to each such Deposit Accounts satisfactory to each Fixed Assets Debt Agent to be made). (b) The Grantors, the Deposit AccountRepresentatives, with the Grantor being permitted, Secured Parties and all other parties hereto agree that only with the consent proceeds of the Fixed Assets Priority Collateral Agentmay be deposited in the Fixed Assets Collateral Proceeds Account and agree to take all other actions necessary to give effect to the intent of this Section 3.02(b). Without limiting the generality of the foregoing, to exercise rights to withdraw funds each Fixed Assets Debt Agent hereby agrees that if the Fixed Assets Collateral Proceeds Account contains any proceeds of the ABL Priority Collateral, it shall hold such proceeds in trust for the ABL Secured Parties and transfer such proceeds the ABL Secured Parties reasonably promptly after obtaining actual knowledge or notice from the ABL Secured Parties that it has possession of such Deposit Accountproceeds in accordance with Section 2.04(b). The Collateral Agent agrees with each Grantor that the Collateral Each Fixed Assets Debt Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect written notice to any withdrawal, would occur; provided, however, upon the waiver by ABL Agent identifying the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Fixed Assets Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereinProceeds Account.

Deposit Accounts. For As of the date hereof, each Grantor has neither opened nor maintains any Deposit Accounts other than the accounts listed on Schedule 4.06(a) hereto. As promptly as practicable, and in any event within 60 days after the Initial Borrowing Date (or such longer period as may be agreed by the Collateral Agent in its sole discretion), all of the Non-Excluded Deposit Accounts of each Grantor shall be subject to the terms of a fully executed Deposit Account that Control Agreement. No Grantor shall hereafter establish or acquire any Non-Excluded Deposit Account unless (1) the applicable Grantor at any time opens shall have given the Collateral Agent 15 days’ prior written notice (or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any such shorter period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon as is agreed by the Collateral Agent’s request) of its intention to establish such new Non-Excluded Deposit Account with a Bank, either (i2) cause the depositary bank such Bank and such Grantor shall have duly executed and delivered to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) a Deposit Account Control Agreement with respect to such depositary bank directing the disposition of funds from time to time credited to such Non-Excluded Deposit Account, without further consent of such and (3) the respective Grantor or any other person, pursuant to an agreement in form and substance satisfactory shall furnish to the Collateral Agent, or (iiAgent a supplement to Schedule 4.06(a) arrange for hereto containing the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank relevant information with respect to the respective Deposit Account, Account and the Bank with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Accountwhich same is established. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Grantor with respect to funds from time to time credited to any Grantor, unless Non-Excluded Deposit Account or give any notice of sale or exclusive control over any Non-Excluded Deposit Accounts except upon the occurrence and during the continuation of an Event of Default has occurred and is continuingDefault. Except in accordance with the RCF Intercreditor Agreement, orif applicable, after giving effect no Grantor shall grant Control of any Non-Excluded Deposit Account to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no person other Event of Default shall then exist or be continuing, than the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereinAgent.

Deposit Accounts. For each As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 13 to the Perfection Certificate. Assuming the due execution of the Deposit Account that any Grantor at any time opens or maintainsControl Agreements (to the extent possible after using commercially reasonable efforts), the Collateral Agent has a first priority security interest in each such Deposit Account (other than Excluded Accounts), which security interest is perfected by Control. To the extent a Pledgor establishes or maintains any Deposit Accounts Account with any Bank (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000than Excluded Accounts), such Grantor shall, upon Pledgor shall use commercially reasonable efforts to have duly executed and delivered a Control Agreement with respect to such Deposit Account within the Collateral Agent’s request, either later of (i) cause sixty (60) days following the depositary bank Issue Date with respect to agree such Deposit Account existing on the Issue Date or (ii) sixty (60) days after any such Deposit Account is established; provided, however, that such commercially reasonable efforts shall not require any Pledgor to comply at make out-of-pocket expenditures (other than reasonable attorney’s fees and expenses, but specifically excluding the payment of any time consideration or other compensation to any person). The Collateral Agent agrees with instructions from each Pledgor that the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank shall not give any instructions directing the disposition of funds from time to time credited to such any Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Grantor, Deposit Account unless an Event of Default has occurred and is continuing, or. Each Pledgor agrees that once the Collateral Agent, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by occurrence and during the applicable Required Lenders continuation of such an Event of Default, so sends an instruction or notice to a Bank (with a copy to the applicable Pledgor) exercising its Control over any Deposit Account subject to a Deposit Account Control Agreement such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account as long as no other such Event of Default is continuing, and the Collateral Agent agrees that promptly after such Event of Default shall then have ceased to exist in accordance with the terms of the Indenture or be continuingAdditional Secured Agreement and the Issuer has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall revoke deliver written notice to the Bank rescinding the applicable instruction or notice, at which point the Pledgor’s right to give any instructions or orders with respect to such instructionDeposit Account shall be reinstated. The None of the preceding provisions of this paragraph Section 3.5(b) shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereinExcluded Accounts.

Deposit Accounts. For each Deposit Account that any Grantor Pledgor at any time opens or maintains, other than Deposit Accounts such Pledgor shall promptly notify the Collateral Agent thereof and either (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) pursuant to a Control Agreement cause the depositary bank applicable depository Bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank Bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor Pledgor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (iiB) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank applicable depository Bank with respect to the Deposit Account, with the Grantor Pledgor being permitted, only with the consent of the Collateral Col- lateral Agent, to exercise rights to withdraw funds from such Deposit AccountAccount pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent. As of the date hereof, such Pledgor maintains no Deposit Accounts other than (A) those set forth in Schedule 15 to the Perfection Certificate or (B) those for which the applicable Pledgor has provided notice thereof to Collateral Agent pursuant to the preceding sentence. Each such Deposit Account is subject to a Control Agreement which is in full force and effect. The Collateral Agent agrees with each Grantor Pledgor that (x) the Collateral Agent shall not give any such instructions directing the disposition of funds, issue a notice of sole control or any similar instructions or withhold any withdrawal rights from any GrantorPledgor, unless an Event of Default has occurred and is continuing, or, continuing or after giving effect to any withdrawal, withdrawal that would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, occur and (y) the Collateral Agent shall revoke promptly deliver notice to the applicable depository Bank rescinding any notice of sole control or any similar instructions at such instructiontime as an Event of Default is no longer continuing. The provisions of this paragraph Section 3.04(b) shall not apply to the Collateral Account or to any other Deposit Account Accounts for which any Grantor, the depositary bank and the Collateral Agent have entered into is the depository or as set forth in clause (ii) below. The Collateral Agent shall deliver a cash collateral agreement specially negotiated among copy of any notice of sole control or similar instructions to the applicable Pledgor simultaneously with the delivery of such Grantor, notice to the depositary bank and applicable depository Bank; provided that failure to deliver such notice shall not limit the Collateral Agent for Agent's right to take such action or the specific purpose set forth thereinvalidity of any such action.

Deposit Accounts. For each Deposit Account deposit account that any Grantor the Borrower now or at any time hereafter opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor the Borrower shall, upon at the Collateral AgentLender’s requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Lender, either (ia) cause the depositary bank to agree to comply comply, without further consent of the Borrower, at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) Lender to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agentdeposit account, or (iib) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) Lender to become the customer of the depositary bank with respect to the Deposit Accountdeposit account, with the Grantor Borrower being permitted, only with the consent of the Collateral AgentLender, to exercise rights to withdraw funds from such Deposit Accountdeposit account. The Collateral Agent Lender agrees with each Grantor the Borrower that the Collateral Agent Lender shall not give any such instructions or withhold any withdrawal rights from any Grantorthe Borrower, unless an Event of Default has occurred and is continuing, or, after giving if effect were given to any withdrawalwithdrawal not otherwise permitted by the Loan Documents, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to (i) any Deposit Account deposit account for which any Grantorthe Borrower, the depositary bank and the Collateral Agent Lender have entered into a cash collateral agreement specially negotiated among such Grantorthe Borrower, the depositary bank and the Collateral Agent Lender for the specific purpose set forth therein, (ii) a deposit account for which the Lender is the depositary bank and is in automatic control, and (iii) any deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Borrower’s employees. Nothing in this Section 4.2 shall be construed to limit or otherwise derogate in any way the Borrower’s obligations under Section 6.15 of the Credit Agreement.

Deposit Accounts. For each Deposit Account deposit account that any Grantor at any time opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Credit Agent (or, prior to if the Discharge of First First-Lien ObligationsTermination Date has already occurred, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Deposit Accountdeposit account, without further consent of such Grantor or any other personPerson, pursuant to an agreement in form and substance satisfactory to the Credit Agent or Collateral Agent, as applicable, or (ii) arrange for the Collateral Credit Agent (or, prior to if the Discharge of First First-Lien ObligationsTermination Date has already occurred, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Accountdeposit account, with the Grantor being permitted, only with the consent of the Credit Agent or Collateral Agent, as applicable, to exercise rights to withdraw funds from such Deposit Accountdeposit account; provided, however, that if the First Lien Termination Date has not occurred and the Credit Agent does not provide such instructions or become a customer as permitted hereunder, then the Grantor shall not be deemed to have violated this paragraph, the Grantor shall not have any obligations pursuant to this sentence and the Collateral Agent shall not have any rights under this sentence. The Collateral Agent agrees with each Grantor that the Collateral Agent it shall not give any such instructions or withhold any withdrawal rights from any Grantor, Grantor unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, withdrawal would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to (A) any Deposit Account deposit account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereintherein and (B) deposit accounts for which the Collateral Agent is the depositary.

Deposit Accounts. For Each Grantor hereby represents and warrants that (i) it has neither opened nor maintains any Deposit Accounts other than the accounts listed in SCHEDULE 16 of the Perfection Certificate and (ii) each Collateral Agent has a perfected security interest in each Deposit Account that any Grantor at any time opens or maintainsAccount, other than any Excluded Accounts, by Control. No Grantor shall hereafter establish and maintain any Deposit Accounts Account, other than an Excluded Account, unless (A1) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts the applicable Grantor shall have given each Collateral Agent 15 days' prior written notice (or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any such shorter period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from as the Collateral Agent shall agree to) of its intention to establish such new Deposit Account with a Bank, and (or, prior 2) such Bank and such Grantor shall have duly executed and delivered to the Discharge of First Lien Obligations, the First Lien each Collateral Agent) Agent a Control Agreement with respect to such depositary bank Deposit Account. Each Collateral Agent agrees with each Grantor that such Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to such any Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions Account or withhold any withdrawal rights from such Grantor with respect to funds from time to time credited to any Grantor, Deposit Account unless an Event of Default of the type specified in Section 7.01(a) of the Credit Agreement has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, continuing or upon the waiver by occurrence of the applicable Required Lenders Loans or other Obligations becoming declared immediately due and payable and/or the Commitments being declared terminated. No Grantor shall grant Control of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which to any Grantor, the depositary bank and Person other than the Collateral Agent have entered Agents. Notwithstanding the provisions of the immediately preceding paragraph, each Grantor will not be required to enter into Control Agreements, subject to the conditions set forth in this paragraph, with respect to the following Deposit Accounts: (i) any Deposit Accounts used to fund xxxxx cash expenditures to the extent such accounts do not hold greater than $30,000 at any time; (ii) any Deposit Accounts used solely to fund payroll disbursements to employees; (iii) the Deposit Account held at Wachovia (Acct no: 2000003339970) to the extent such account does not hold over $30,000 at any one time; (iv) the Deposit Account held at Wachovia (Acct no: 6728001483) to the extent such account does not hold over $30,000 for any consecutive five Business Days; (v) the Deposit Account held at BB&T and identified on Schedule 16 to the Perfection Certificate for a period of thirty days following the date hereof; (vi) the Deposit Accounts held at Royal Bank of Canada and identified on the Perfection Certificate on the date hereof, to the extent that any of these accounts do not hold over $200,000 (or the U.S. dollar equivalent thereof at the then prevailing rates of foreign exchange) for any consecutive five Business Days; (vii) the Deposit Accounts held at XX Xxxxxx Chase Bank - Hong Kong Branch and identified on the Perfection Certificate on the date hereof, to the extent that these accounts do not hold over $1,500,000 (or the U.S. dollar equivalent thereof at the then prevailing rates of foreign exchange), in the aggregate, at any time; (viii) the Deposit Account held at The Fuji Bank, Ltd. and identified on the Perfection Certificate on the date hereof, to the extent that this account does not hold over $30,000 (or the U.S. dollar equivalent thereof at the then prevailing rates of foreign exchange) at any time; and (ix) the Deposit Account held at Bank of Nova Scotia and identified on the Perfection Certificate on the date hereof, to the extent that all funds held in this account are deposited weekly pursuant to an agreement which is reasonably satisfactory to the Collateral Agents into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and Deposit Account subject to a Control Agreement in favor of the Collateral Agent for Agents. The Grantors shall use their Deposit Accounts in accordance with past practices and shall not manipulate the specific purpose balances in any of their Deposit Accounts solely to ensure that the balances in the Deposit Account meets the limits set forth thereinin the foregoing clauses (i), (iii), (iv), (vi), (vii) and (viii).

Deposit Accounts. Each Grantor shall deposit the net cash proceeds from any Asset Disposition meeting the requirements of Section 6.07(b) of the Credit Agreement in a Deposit Account (the “Collateral Proceeds Deposit Account”). For each Collateral Proceeds Deposit Account that any Grantor at any time opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, shall either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such Collateral Proceeds Deposit Account, without further consent of such Grantor or any other personPerson, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, Agent or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Collateral Proceeds Deposit Account, with and in either case the Grantor being permitted, will be permitted to withdraw funds from such Collateral Proceeds Deposit Account only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any GrantorGrantor (to the extent such rights are to be exercised in a manner consistent with the Credit Agreement), unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to (A) any Collateral Proceeds Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereintherein and (B) Collateral Proceeds Deposit Accounts for which the Collateral Agent is the depositary. Notwithstanding the foregoing, other than with respect to a Collateral Proceeds Deposit Account, in no event shall (x) a control agreement or a cash collateral agreement be required for any Deposit Account, regardless of whether the Collateral Agent is the depositary for such Deposit Account, or (y) the Collateral Agent be required to (1) become the customer of any bank holding any Deposit Account with respect to such Deposit Account or (2) possess any cash of any Grantor.

Deposit Accounts. For As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a first priority security interest in each such Deposit Account, which security interest, except for the Excluded Accounts, is perfected by Control, except to the extent that obtaining such Control may be completed after the Closing Date pursuant to the terms of Section 4.19 of the Indenture. No Pledgor shall hereafter establish and maintain any Deposit Account that any Grantor at any time opens or maintains, (other than Deposit Accounts Excluded Accounts) unless (A1) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank to agree to comply at any time with instructions from it shall have given the Collateral Agent thirty (or30) days' prior written notice of its intention to establish such new Deposit Account with a Bank, prior (2) such Bank shall be reasonably acceptable to the Discharge of First Lien Obligations, Revolving Credit Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the First Lien Collateral Agent) Agent a Deposit Account Control Agreement with respect to such depositary bank Deposit Account; provided, that the Revolving Credit Collateral Agent shall have the right to waive (or extend) the requirement of a Deposit Account Control Agreement for any account in its reasonable discretion. The Collateral Agent agrees with each Pledgor that such Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to such any Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Grantor, Deposit Account unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph Section 3.4(b) shall not apply to the Net Available Cash Account or to any other Deposit Accounts for which the Revolving Credit Collateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account for which to any Grantor, the depositary bank and person other than the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth thereinAgent.

Deposit Accounts. For each deposit account (each, a “Deposit Account Account”) that any Grantor at any time opens or maintainsmaintains at any depository bank (each, other than Deposit Accounts (A) that are payroll accountsa “Depository Bank”), withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such the Grantor shall, upon at the Collateral Agent’s requestrequest and option, pursuant to an agreement in form and substance satisfactory to the Collateral Agent (each, a “Deposit Account Control Agreement”), upon the occurrence and during the continuance of an Event of Default either (ia) cause the depositary bank Depositary Bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such depositary bank Depositary Bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral AgentGrantor, or (iib) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer customers of the depositary bank Depositary Bank with respect to the Deposit Account, with the Grantor Grantors being permitted, only with the consent of the Collateral AgentAgent , to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees agree with each Grantor the Grantors that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantorthe Grantors, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawalwithdrawal not otherwise permitted by the Transaction Documents, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to (i) any Deposit Account for which any Grantorthe Grantors, the depositary bank Depositary Bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such any Grantor, the depositary bank Depositary Bank and the Collateral Agent for the specific purpose set forth thereintherein (ii) Deposit Accounts for which any Purchaser is the depositary, and (iii) items on deposit in any Deposit Account constituting sales tax remittances.

Deposit Accounts. For Each Pledgor hereby represents and warrants that (i) as of the date hereof, such Pledgor has neither opened nor maintains any Deposit Accounts other than Excluded Accounts and the accounts listed on Schedule 10 to the Perfection Certificate, (ii) such Pledgor and each applicable Bank has executed and delivered, or, to the extent it has not already done so on the date hereof, shall execute and deliver in accordance with Section 5.15 of the Credit Agreement, a Control Agreement in a form that is reasonably satisfactory to the Collateral Agent with respect to each Deposit Account that any Grantor at any time opens or maintains, of such Pledgor listed on Schedule 10 to the Perfection Certificate other than Excluded Accounts, and (iii) the Collateral Agent has a valid and enforceable perfected first priority security interest (subject to Permitted Liens) in each such Deposit Accounts Account by Control. No Pledgor shall hereafter establish and maintain any Deposit Account with respect to which such Pledgor is required to enter into a Control Agreement hereunder or under the Credit Agreement unless (A) that are payroll accountsthe applicable Pledgor shall have given the Collateral Agent at least 30 days’ (or such shorter period as may be agreed to in writing by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Deposit Account with a Bank, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s request, either (i) cause the depositary bank Bank shall be reasonably acceptable to agree to comply at any time with instructions from the Collateral Agent and (or, prior C) such Bank and such Pledgor shall have duly executed and delivered to the Discharge of First Lien Obligations, the First Lien Collateral AgentAgent a Deposit Account Control Agreement (or an amendment to an existing Deposit Account Control Agreement) to such depositary bank directing the disposition of funds from time to time credited with respect to such Deposit Account, without further consent . None of such Grantor the provisions of this Section 3.4(b) shall apply to (x) any Excluded Accounts or (y) any Collateral Account or any other person, pursuant Deposit Accounts for which the Collateral Agent is the Bank. No Pledgor has granted or shall grant Control of any Deposit Account constituting Collateral to an agreement in form and substance satisfactory to any Person other than the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth therein.

Deposit Accounts. For each Deposit Account that any Grantor at any time opens or maintains, other than Deposit Accounts (A) that are payroll accounts, withholdings tax accounts, xxxxx cash accounts or flexible spending benefit accounts or trust, escrow or other fiduciary accounts or (B) which do not hold for any period of five consecutive days, an aggregate amount in excess of $1,000,000, such Grantor shall, upon the Collateral Agent’s written request, either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) , as gratuitous bailee, to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) , as gratuitous bailee to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent (or the First Lien Collateral Agent, as the case may be), to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any Deposit Account (x) for which any Grantor, the depositary bank and the Collateral Agent or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent, as gratuitous bailee have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent (or the First Lien Collateral Agent, as the case may be) for the specific purpose set forth therein, (y) any payroll, withholding tax or other fiduciary account and/or (z) any such Deposit Accounts that, together with any Securities Accounts described in Section 4.04(c)(z) below, in the aggregate, have a principal balance of $250,000 or less.