Common use of Deposit and Securities Accounts Clause in Contracts

Deposit and Securities Accounts. (a) Maintain Collateral Accounts only at the banks and other financial institutions identified in the Perfection Certificate or as disclosed pursuant to a notice timely delivered pursuant to subsection (b) below. Borrowers shall further maintain an ACH payment structure in favor of Administrative Agent, satisfactory to Administrative Agent. (b) Provide Administrative Agent 15 Business Days’ prior written notice before establishing any Collateral Account at or with any bank, broker or other financial institution, and upon opening such account, provide Administrative Agent with a written notice identifying the name, address of each bank or other institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor. For each Collateral Account that any Loan Party at any time maintains, Borrowers shall cause the applicable bank, broker or financial institution at or with which any Collateral Account is maintained to execute and deliver an Account Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Trustee’s Lien in such Collateral Account in accordance with the terms hereunder; provided, however, that (i) for the Collateral Accounts identified in the Perfection Certificate as of the Closing Date, Borrower Representative shall deliver duly executed Account Control Agreements (in such final form as is reasonably acceptable to Administrative Agent and Collateral Trustee) for each such Collateral Account within five Business Days following the Closing Date, and (ii) no Account Control Agreement shall be required with respect to any Excluded Account. (c) In the event that Borrowers have Account in excess of $250,000 in the aggregate with respect to which Medicare or other similar programs of any Governmental Authority is the Account Debtor, Borrowers shall notify Administrative Agent thereof, and shall enter into an amendment to this Agreement and set up such dedicated Collateral Accounts and direct the payment of such Accounts as Administrative Agent may direct to protect Collateral Trustee’s interests in such Accounts and the proceeds thereof.

Deposit and Securities Accounts. (a) Maintain Subject to Section 5.13 of the Credit Agreement, each Guarantor shall deliver to the Collateral Accounts only at the banks Trustee one or more Control Agreements (Deposit and other financial institutions identified Securities Accounts), executed by all parties thereto, for each Deposit Account and each Securities Account that is included in the Collateral and is not an Excluded Perfection Certificate Asset in which such Guarantor has an interest as of the Closing Date (collectively, the “Pledged Accounts”); provided that no Guarantor shall be required at any time to enter into Control Agreements (Deposit and Securities Accounts) with respect to any Deposit Account or as disclosed pursuant Securities Account solely to the extent that the same constitutes an Excluded Perfection Asset at such time. On or prior to the 45th day after the date on which any additional Deposit Account or Securities Account in which any Guarantor has an interest is opened after the Closing Date (except to the extent any such account is an Excluded Asset, an Excluded Perfection Asset or a notice timely delivered pursuant Counterparty Account), each Guarantor shall deliver to subsection the Collateral Trustee a Control Agreement (bDeposit and Securities Accounts) below. Borrowers shall further maintain an ACH payment structure in favor of Administrative Agent, satisfactory to Administrative Agentfor each such Deposit Account or Securities Account. (b) Provide Administrative Agent 15 Business Days’ prior written notice before establishing Each Guarantor irrevocably authorizes the Collateral Trustee to notify each Depositary Bank of the occurrence of a Secured Debt Default. Following the occurrence of a Secured Debt Default (after giving effect to any Collateral Account at waivers or with any bank, broker or other financial institution, and upon opening such account, provide Administrative Agent with a written notice identifying the name, address of each bank or other institutioncure periods), the name Collateral Trustee may instruct each Depositary Bank to transfer immediately all funds and investments held in which the account is held, a description of the purpose of the account, and the complete account number therefor. For each Collateral Deposit Account that any Loan Party at any time maintains, Borrowers shall cause the applicable bank, broker or financial institution at or with which any Collateral Account is maintained to execute and deliver an Account Control Agreement or other appropriate instrument with respect to such Collateral Securities Account to perfect an account designated by the Collateral Trustee’s Lien in such Collateral Account in accordance with the terms hereunder; provided, however, that (i) for the Collateral Accounts identified in Trustee agrees that it shall deliver such instruction only during the Perfection Certificate as continuation of a Secured Debt Default. Each Guarantor hereby agrees to irrevocably direct each Depositary Bank to comply with the instructions of the Closing Date, Borrower Representative shall deliver duly executed Account Control Agreements (in such final form as is reasonably acceptable to Administrative Agent and Collateral Trustee) for each such Collateral Account within five Business Days following the Closing Date, and (ii) no Account Control Agreement shall be required Trustee with respect to the applicable Deposit Account or Securities Account held by such Depositary Bank without further consent from the Guarantor or any Excluded Accountother Person. (c) In the event that Borrowers have Account in excess of $250,000 in the aggregate with respect to which Medicare or other similar programs of any Governmental Authority is the Account Debtor, Borrowers shall notify Administrative Agent thereof, and shall enter into an amendment to this Agreement and set up such dedicated Collateral Accounts and direct the payment of such Accounts as Administrative Agent may direct to protect Collateral Trustee’s interests in such Accounts and the proceeds thereof.

Deposit and Securities Accounts. (ai) Maintain Collateral Subject to Sections 5.12 and 5.13 of the Credit Agreement, each Grantor shall maintain all Deposit Accounts and Securities Accounts (excluding any Excluded Accounts) only at the banks and other with financial institutions identified that have executed an agreement (in form and substance reasonably acceptable to the Perfection Certificate or as disclosed pursuant to a notice timely delivered pursuant to subsection Collateral Agent) (ban “Account Control Agreement”) below. Borrowers shall further maintain an ACH payment structure in favor of Administrative with such Grantor and the Collateral Agent, satisfactory agreeing to Administrative Agent. comply with instructions issued or originated by the Collateral Agent directing the disposition of funds from time to time credited to such Deposit Account or Securities Account without further consent of any Grantor or any other Person; provided that (bx) Provide Administrative Agent 15 Business Days’ prior written notice before establishing for any Collateral Account at or with any bank, broker or other financial institution, such Deposit Accounts and upon opening such account, provide Administrative Agent with a written notice identifying Securities Accounts not in existence on the name, address of each bank or other institutionClosing Date, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor. For each Collateral Account that any Loan Party at any time maintains, Borrowers applicable Grantor shall cause the applicable bank, broker or financial institution at or with which any Collateral Account is maintained to execute and deliver such an Account Control Agreement to be in place within 90 days (or such longer period of time as the Collateral Agent may approve in its sole discretion) of the opening of (or acquisition of) such accounts and (y) 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 Administrative Agent for the specific purpose set forth therein. The Collateral Agent agrees that (x) it shall have no right to provide any such instructions until the occurrence and during the continuation of an Event of Default and (y) if such instructions have been delivered by the Collateral Agent to a financial institution and the Event of Default that predicated the delivery of such instructions is later cured or is no longer continuing (and no other appropriate instrument Event of Default is then in existence), the Collateral Agent and such Grantor agree to promptly amend the applicable Account Control Agreement with respect the applicable financial institution or enter into a new Account Control Agreement with such financial institution (or rescind any such instructions), as and to the extent required by such financial institutions, to reestablish the right of such Grantor to provide written instructions from time to time to such Collateral Account to perfect Collateral Trustee’s Lien in such Collateral Account in accordance with the terms hereunder; provided, however, that (i) financial institution for the Collateral Accounts identified disposition of funds in the Perfection Certificate as applicable Deposit Account or Securities Account, unless and until a new Event of the Closing Date, Borrower Representative shall deliver duly executed Account Control Agreements (in such final form as Default has occurred and is reasonably acceptable to Administrative Agent and Collateral Trustee) for each such Collateral Account within five Business Days following the Closing Date, and continuing. (ii) no On each date on which a Compliance Certificate is delivered to the Administrative Agent pursuant to Section 5.04(c) of the Credit Agreement, the Borrower shall provide a list of any Deposit Accounts and Securities Accounts which are not subject to an Account Control Agreement shall be required Agreement, together with respect to any an indication of which such accounts are Excluded AccountAccounts. (c) In the event that Borrowers have Account in excess of $250,000 in the aggregate with respect to which Medicare or other similar programs of any Governmental Authority is the Account Debtor, Borrowers shall notify Administrative Agent thereof, and shall enter into an amendment to this Agreement and set up such dedicated Collateral Accounts and direct the payment of such Accounts as Administrative Agent may direct to protect Collateral Trustee’s interests in such Accounts and the proceeds thereof.

Deposit and Securities Accounts. (a) Maintain Collateral Accounts only at the banks and other financial institutions identified in the Perfection Certificate or as disclosed pursuant to a notice timely delivered pursuant to subsection (b) below. Borrowers shall further maintain an ACH payment structure in favor of Administrative Agent, satisfactory to Administrative Agent. (b) Provide Administrative Agent 15 Business Days’ prior with written notice before establishing concurrently with the delivery of each Compliance Certificate of any Collateral Account established at or with any bank, broker or other financial institutioninstitution since the delivery of the last Compliance Certificate, and upon opening such account, provide Administrative Agent with a written which notice identifying shall identify the name, address of each bank or other institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor, provided that prior to effectiveness of an Account Control Agreement with respect to any such new Collateral Account, to the extent such Collateral Account is required to be subject to an Account Control Agreement, Loan Parties shall not permit the account balance of such new Collateral Account to exceed $100,000. For each Collateral Account that any Loan Party at any time maintains, Borrowers Loan Parties shall cause the applicable bank, broker or financial institution at or with which any Collateral Account is maintained to execute and deliver an Account Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Trustee’s Lien in such Collateral Account in accordance with the terms hereunder; provided, however, that . The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Loan Party or any of their Subsidiaries’ employees, provided that the aggregate balance of such accounts does not exceed the amount necessary to fund the then-next payroll period, (ii) Collateral Accounts maintained by ISR Guarantor established in Israel; and (iii) accounts established exclusively to hold cash collateral permitted to be pledged pursuant to the definition of “Permitted Liens”, provided that the balance of such accounts does not exceed the amount permitted by the corresponding clause of “Permitted Liens”, and provided further, in each case, with respect to clauses (i) and (iii) that such Collateral Account is identified as such in the Perfection Certificate as or any updated schedule of the Closing Date, Borrower Representative shall deliver duly executed Account Control Agreements (in such final form as is reasonably acceptable to Administrative Agent and Collateral Trustee) for each such Collateral Account within five Business Days following the Closing Date, and (ii) no Account Control Agreement shall be required with respect to any Excluded Account. (c) In the event that Borrowers have Account in excess of $250,000 in the aggregate with respect to which Medicare or other similar programs of any Governmental Authority is the Account Debtor, Borrowers shall notify Administrative Agent thereof, and shall enter into an amendment to this Agreement and set up such dedicated Collateral Accounts and direct the payment of such Accounts as Administrative Agent may direct to protect Collateral Trustee’s interests in such Accounts and the proceeds thereofprovided with a Compliance Certificate.

Deposit and Securities Accounts. (a) Maintain Collateral Accounts only at the banks and other financial institutions identified in the Perfection Certificate or as disclosed pursuant to a notice timely delivered pursuant to subsection (b) below. Borrowers shall further maintain an ACH payment structure in favor of Administrative Agent, reasonably satisfactory to Administrative Agent. (b) Provide Administrative Agent 15 Business Days’ prior written notice before establishing in connection with the delivery of the next Compliance Certificate required to be delivered pursuant to Section 6.2(c) of the establishment of any Collateral Account at or with any bank, broker or other financial institution, and upon opening such account, provide Administrative Agent with a written notice identifying the name, address of each bank or other institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor. For Except to the extent the delivery of an Account Control Agreement post-closing is contemplated in Schedule 2, for each Collateral Account (other than Excluded Accounts) that any Loan Party at any time maintains, Borrowers Loan Parties shall cause the applicable bank, broker or financial institution at or with which any Collateral Account is maintained to execute and deliver an Account Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Trustee’s Lien in such Collateral Account in accordance with the terms hereunder; provided, however, that (i) for . The provisions of the previous sentence shall not apply to Collateral Accounts (x) used exclusively to maintain cash collateral subject to a Permitted Lien or (y) used exclusively to maintain funds in trust for another Person, in each case, which are identified in on the Perfection Certificate as of (or from time to time, with respect to such Collateral Accounts opened after the Closing Date, Borrower Representative shall deliver duly executed Account Control Agreements on the then-next Compliance Certificate delivered) (in such final form as is reasonably acceptable to Administrative Agent and Collateral Trustee) for each such Collateral Account within five Business Days following collectively, the Closing Date, and (ii) no Account Control Agreement shall be required with respect to any “Excluded AccountAccounts”). (c) In the event that Borrowers have Account in excess of $250,000 in the aggregate with respect to which Medicare or other similar programs of any Governmental Authority is the Account Debtor, Borrowers shall notify Administrative Agent thereof, and shall enter into an amendment to this Agreement and set up such dedicated Collateral Accounts and direct the payment of such Accounts as Administrative Agent may direct to protect Collateral Trustee’s interests in such Accounts and the proceeds thereof.

Deposit and Securities Accounts. (a) Maintain On or prior to the date that is 60 days after the Closing Date (as may be extended from time to time by the Administrative Agent in its reasonable discretion), each Grantor shall use commercially reasonable efforts to deliver to the Collateral Accounts only at Trustee one or more Control Agreements (Deposit and Securities Accounts), executed by all parties thereto, for each Deposit Account and each Securities Account that is not an Excluded Asset, an Excluded Perfection Asset or a Counterparty Account in which such Grantor has an interest as of such date. On or prior to the banks 60th day (as may be extended from time to time by the Administrative Agent in its reasonable discretion) after the date on which any additional Deposit Account or Securities Account in which any Grantor has an interest is opened after the Closing Date (except to the extent any such account is an Excluded Asset, an Excluded Perfection Asset or a Counterparty Account), each Grantor shall use commercially reasonable efforts to deliver to the Collateral Trustee a Control Agreement (Deposit and other financial institutions identified in the Perfection Certificate Securities Accounts) for each such Deposit Account or as disclosed pursuant Securities Account (all accounts subject to a notice timely delivered pursuant to subsection (b) below. Borrowers shall further maintain an ACH payment structure Control Agreement in favor of Administrative Agentaccordance with this Section 5.9, satisfactory to Administrative Agentcollectively, the “Pledged Accounts”). (b) Provide Administrative Agent 15 Business Days’ prior written notice before establishing any Each Grantor irrevocably authorizes the Collateral Trustee to notify each depositary bank where a Pledged Account at or with any bank, broker or other financial institution, and upon opening such account, provide Administrative Agent with a written notice identifying is maintained of the name, address occurrence of each bank or other institutionan Actionable Default. Following the occurrence of an Actionable Default, the name in which the account is held, Collateral Trustee may instruct each depositary bank where a description of the purpose of the account, and the complete account number therefor. For each Collateral Account that any Loan Party at any time maintains, Borrowers shall cause the applicable bank, broker or financial institution at or with which any Collateral Pledged Account is maintained to execute transfer immediately all funds and deliver an Account Control Agreement or other appropriate instrument with respect to such Collateral investments held in each Pledged Account to perfect an account designated by the Collateral Trustee’s Lien in such Collateral Account in accordance with the terms hereunder; provided, however, that (i) for the Collateral Accounts identified in Trustee agrees that it shall deliver such instruction only during the Perfection Certificate as continuation of an Actionable Default. Each Grantor hereby agrees to irrevocably direct each depositary bank where a Pledged Account is maintained to comply with the instructions of the Closing Date, Borrower Representative shall deliver duly executed Account Control Agreements (in such final form as is reasonably acceptable to Administrative Agent and Collateral Trustee) for each such Collateral Account within five Business Days following the Closing Date, and (ii) no Account Control Agreement shall be required Trustee with respect to the applicable Pledged Account without further consent from the Grantor or any Excluded Accountother Person. (c) In the event that Borrowers have Account in excess of $250,000 in the aggregate with respect to which Medicare or other similar programs of any Governmental Authority is the Account Debtor, Borrowers shall notify Administrative Agent thereof, and shall enter into an amendment to this Agreement and set up such dedicated Collateral Accounts and direct the payment of such Accounts as Administrative Agent may direct to protect Collateral Trustee’s interests in such Accounts and the proceeds thereof.

Deposit and Securities Accounts. The CompanyParent will, and will cause each of its Subsidiaries to: (aA) Maintain Collateral Accounts its, and cause each of its Subsidiaries to maintain their respective, operating and other deposit accounts and securities accounts only at the banks and other financial institutions identified in the Perfection Certificate on Schedule 4(c) or as disclosed pursuant to a notice timely delivered pursuant to subsection (b) belowSection 6(a)(xii)(B). Borrowers The Obligors shall further maintain maintain, at all times, an ACH payment structure in favor of Administrative Agent, Agent reasonably satisfactory to Administrative Agent. (bB) Provide Administrative Agent 15 five (5) Business Days’ Days prior written notice before establishing any Collateral Account of the CompanyParent or any Subsidiary at or with any bank, broker or other financial institution, and upon opening such account, provide Administrative Agent with a written notice identifying the name, address and telephone number of each bank or other institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor. For Subject to the Intercreditor Agreement, forFor each Collateral Account that the CompanyParent or any Loan Party Subsidiary at any time maintainsmaintain, Borrowers the CompanyParent shall cause the applicable bank, broker or financial institution at or with which any Collateral Account is maintained to execute and deliver an Account Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral TrusteeAgent’s Lien in such Collateral Account in accordance with the terms hereunder; provided, however, that hereunder which Account Control Agreement may not be terminated without the prior written consent of Agent. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Collateral Accounts identified in the Perfection Certificate as benefit of the Closing Date, Borrower Representative shall deliver duly executed Account Control Agreements (in Company’sParent’s or its Subsidiaries’ employees and identified to Agent by the CompanyParent as such final form as is reasonably acceptable to Administrative Agent and Collateral Trustee) for each such Collateral Account within five Business Days following the Closing Date, and (ii) deposit accounts holding Cash exclusively securing obligations permitted under clause (g) of the definition of Permitted Indebtedness in an amount not to exceed the amounts set forth in such clause (g), provided that at any time that any of the Cash in the deposit accounts referenced in the foregoing clause (ii) is no Account Control Agreement longer being used to secure the obligations permitted under clause (g) of the definition of Permitted Indebtedness then any such Cash shall be required with respect transferred to any Excluded Accounta Collateral Account that shall be subject to provisions of the foregoing sentence. (c) In the event that Borrowers have Account in excess of $250,000 in the aggregate with respect to which Medicare or other similar programs of any Governmental Authority is the Account Debtor, Borrowers shall notify Administrative Agent thereof, and shall enter into an amendment to this Agreement and set up such dedicated Collateral Accounts and direct the payment of such Accounts as Administrative Agent may direct to protect Collateral Trustee’s interests in such Accounts and the proceeds thereof.

Deposit and Securities Accounts. (a) Maintain Collateral Accounts only at the banks and other financial institutions identified in the Perfection Certificate or as disclosed pursuant to a notice timely delivered pursuant to subsection (b) below. Borrowers shall further maintain an ACH payment structure in favor of Administrative Agent, reasonably satisfactory to Administrative Agent. (b) Provide Administrative Agent 15 Business Days’ five (5) days prior written notice before establishing any Collateral Account at or with any bank, broker or other financial institution, and upon opening such account, provide Administrative Agent with a written notice identifying the name, address of each bank or other institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor. For each Collateral Account that any Loan Party at any time maintains, Borrowers shall cause the applicable bank, broker or financial institution at or with which any Collateral Account is maintained to execute and deliver an Account Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral TrusteeAgent’s Lien in such Collateral Account in accordance with the terms hereunder; provided, however, that hereunder which Account Control Agreement may not be terminated without the prior written consent of Agent. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Agent by Borrowers as such, provided that the aggregate balance maintained in such account shall not exceed the amount payable in respect of payroll, payroll taxes and employee wage and benefit payments during the then-next payroll period; (ii) Loan Parties’ Collateral Accounts identified which are used exclusively to hold cash collateral subject to a Lien described in the Perfection Certificate as clause (h) of the Closing Date, Borrower Representative shall deliver duly executed Account Control Agreements defined term “Permitted Liens”; (in iii) Loan Parties’ Stripe account so long as such final form as is reasonably acceptable to Administrative Agent and Collateral Trusteeaccount holds no more than Fifty Thousand Dollars ($50,000) for each such Collateral Account within five Business Days at any time or (iv) during the sixty (60) day period following the Closing Date, Loan Parties’ accounts maintained at Xxxxx Fargo Bank, N.A. and (ii) no Pacific Western Bank, provided that prior to the date the Term Loans are advanced, the aggregate balance of accounts maintained with Xxxxx Fargo Bank, N.A. and Pacific Western Bank which are not subject to an Account Control Agreement shall be required with respect to any Excluded Accountnot exceed $250,000. (c) In the event that Borrowers have Account in excess of $250,000 in the aggregate with respect to which Medicare or other similar programs of any Governmental Authority is the Account Debtor, Borrowers shall notify Administrative Agent thereof, and shall enter into an amendment to this Agreement and set up such dedicated Collateral Accounts and direct the payment of such Accounts as Administrative Agent may direct to protect Collateral Trustee’s interests in such Accounts and the proceeds thereof.

Deposit and Securities Accounts. (a) Maintain On or prior to the Closing Date, each Grantor shall deliver to the Collateral Accounts only at the banks Trustee one or more Control Agreements (Deposit and other financial institutions identified Securities Accounts), executed by all parties thereto, for each Deposit Account and each Securities Account that is included in the Collateral in which such Grantor has an interest as of the date hereof (collectively, the "Pledged Accounts"); provided that no Grantor shall be required at any time to enter into Control Agreements (Deposit and Securities Accounts) with respect to any Deposit Account or Securities Account solely to the extent that the same constitutes an Excluded Perfection Certificate Asset at such time. After the Closing Date, each Grantor shall deliver to the Collateral Trustee a Control Agreement (Deposit and Securities Accounts) for each Deposit Account and each Securities Account in which such Grantor has an interest after the Closing Date; provided that no Grantor shall be required at any time to enter into a Control Agreement with respect to any Deposit Account or as disclosed pursuant Securities Account solely to a notice timely delivered pursuant the extent that the same constitutes an Excluded Perfection Asset at such time. Each Grantor agrees that it shall have no Deposit Account or Securities Accounts other than (i) Deposit Accounts and Securities Accounts with respect to subsection which Control Agreements (bDeposit and Securities Accounts) below. Borrowers shall further maintain an ACH payment structure in favor of Administrative Agenthave been delivered, satisfactory to Administrative Agent(ii) Deposit Accounts and Securities Accounts that constitute Excluded Perfection Interests and (iii) Deposit Accounts that constitute Excluded Assets. (b) Provide Administrative Agent 15 Business Days’ prior written notice before establishing any Each Grantor irrevocably authorizes the Collateral Account at or with any bank, broker or other financial institution, and upon opening such account, provide Administrative Agent with a written notice identifying Trustee to notify each Depositary Bank of the name, address occurrence of each bank or other institutionan Actionable Default. Following the occurrence of an Actionable Default, the name Collateral Trustee may instruct each Depositary Bank to transfer immediately all funds and investments held in which the account is held, a description of the purpose of the account, and the complete account number therefor. For each Collateral Deposit Account that any Loan Party at any time maintains, Borrowers shall cause the applicable bank, broker or financial institution at or with which any Collateral Account is maintained to execute and deliver an Account Control Agreement or other appropriate instrument with respect to such Collateral Securities Account to perfect an account designated by the Collateral Trustee’s Lien in such Collateral Account in accordance with the terms hereunder; provided, however, that (i) for the Collateral Accounts identified in Trustee agrees that it shall deliver such instruction only during the Perfection Certificate as continuation of an Actionable Default. Each Grantor hereby agrees to irrevocably direct each Depositary Bank to comply with the instructions of the Closing Date, Borrower Representative shall deliver duly executed Account Control Agreements (in such final form as is reasonably acceptable to Administrative Agent and Collateral Trustee) for each such Collateral Account within five Business Days following the Closing Date, and (ii) no Account Control Agreement shall be required Trustee with respect to the applicable Deposit Account or Securities Account held by such Depositary Bank without further consent from the Grantor or any Excluded Accountother person. (c) In the event that Borrowers have Account in excess of $250,000 in the aggregate with respect to which Medicare or other similar programs of any Governmental Authority is the Account Debtor, Borrowers shall notify Administrative Agent thereof, and shall enter into an amendment to this Agreement and set up such dedicated Collateral Accounts and direct the payment of such Accounts as Administrative Agent may direct to protect Collateral Trustee’s interests in such Accounts and the proceeds thereof.

Deposit and Securities Accounts. Each of the Obligors and each of their respective Subsidiaries shall, within thirty (a30) Maintain Collateral Accounts only at days after the banks Effective Date, maintain all of their deposit and securities accounts (other financial institutions identified in than Excluded Accounts), and maintain all cash management accounts, with the Perfection Certificate or as disclosed pursuant Administrative Agent or, subject to a notice timely delivered pursuant to subsection (b) below. Borrowers shall further maintain an ACH payment structure in favor of the Administrative Agent, satisfactory to Administrative Agent. (b) Provide Administrative Agent 15 Business Days’ ’s prior written notice before establishing any Collateral Account at or consent, with any bank, broker or other financial institution, and upon opening such account, provide Administrative Agent with a written notice identifying the name, address of each bank or other institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor. For each Collateral Account another Lender that any Loan Party at any time maintains, Borrowers shall cause the applicable bank, broker or financial institution at or with which any Collateral Account is maintained to execute and deliver has entered into an Account Control Agreement with the Administrative Agent and the Borrower or such Subsidiary, as applicable, in form and substance reasonably satisfactory to the Administrative Agent, granting control of such account to the Administrative Agent. The Parent Guarantor and Borrower shall, and shall cause their respective Subsidiaries to (a) provide the Administrative Agent with written notice upon establishing any deposit or securities account (other appropriate instrument than an Excluded Account), which such notice shall automatically be deemed to amend Schedule 7.22 to reflect the same, and (b) take all actions necessary to establish the Administrative Agent’s control of each such account (other than Excluded Accounts). The Borrower and the Subsidiary Guarantors shall be the only account holders of each deposit or securities account and shall not allow any other Person (other than the Administrative Agent or the applicable depositary institution) to have control over any deposit or securities account or any Property deposited therein. Except as expressly set forth in clause (a) above, all securities, cash, Cash Equivalents and cash proceeds of collateral of the Parent Guarantor, Borrower, each Guarantor and their respective Subsidiaries shall at all times be deposited into the Controlled Proceeds Accounts. After the occurrence and during the continuance of an Event of Default, the Administrative Agent may give instructions directing the disposition of funds credited to any such deposit account or securities account and/or withhold any withdrawal rights from the Borrower or any Obligor with respect to such Collateral funds credited to any deposit account or securities account. When all of the General Unsecured Claims have been paid or settled, the General Unsecured Claims Account shall be either closed and any remaining proceeds deposited in a Controlled Proceeds Account, or the General Unsecured Claims Account shall cease to perfect Collateral Trustee’s Lien in such Collateral be an Excluded Account and become a Controlled Proceeds Account. When all of the professional fees have been paid in accordance with the terms hereunder; providedPlan of Reorganization, however, that (i) for the Collateral Accounts identified in the Perfection Certificate as of the Closing Date, Borrower Representative shall deliver duly executed Professional Fee Escrow Account Control Agreements (in such final form as is reasonably acceptable to Administrative Agent and Collateral Trustee) for each such Collateral Account within five Business Days following the Closing Date, and (ii) no Account Control Agreement shall be required with respect either closed and any remaining proceeds deposited in a Controlled Proceeds Account, or the Professional Fee Escrow Account shall cease to any be an Excluded Account and become a Controlled Proceeds Account. (c) In the event that Borrowers have Account in excess of $250,000 in the aggregate with respect to which Medicare or other similar programs of any Governmental Authority is the Account Debtor, Borrowers shall notify Administrative Agent thereof, and shall enter into an amendment to this Agreement and set up such dedicated Collateral Accounts and direct the payment of such Accounts as Administrative Agent may direct to protect Collateral Trustee’s interests in such Accounts and the proceeds thereof.

Deposit and Securities Accounts. (a) Maintain Collateral Accounts only at the banks and other financial institutions identified in the Perfection Certificate or as disclosed pursuant to a notice timely delivered pursuant to subsection (b) below. Borrowers shall further maintain an ACH payment structure in favor of Administrative Agent, satisfactory to Administrative Agent. (b) Provide Administrative Agent 15 Business Days’ prior with written notice before establishing concurrently with the delivery of each Compliance Certificate of any Collateral Account established at or with any bank, broker or other financial institution, since the delivery of the last Compliance Certificate, and upon opening such account, provide Administrative Agent with a written which notice identifying shall identify the name, address of each bank or other institution, the name in which the account such Collateral Account is held, a description of the purpose of the accountsuch Collateral Account, and the complete account number therefor; provided that prior to effectiveness of an Account Control Agreement with respect to any such new Collateral Account, to the extent such Collateral Account is required to be subject to an Account Control Agreement, Loan Parties shall not permit the account balance of such new Collateral Account to exceed One Hundred Thousand Dollars ($100,000.00). For each Collateral Account (other than the Excluded Accounts) that any Loan Party at any time maintains, Borrowers shall such Loan Party shall, subject to Section 3.3 and Schedule 3 hereto, within (x) thirty (30) days after the establishment or acquisition of any new Collateral Account domiciled in the United States (or Excluded Account domiciled in the United States ceasing to be an Excluded Account) (or such later date as Administrative Agent may agree in writing in its sole and absolute discretion), and (y) ninety (90) days after the establishment or acquisition of any new Collateral Account domiciled in Canada (or Excluded Account domiciled in Canada ceasing to be an Excluded Account) (or such later date as Administrative Agent may agree in writing in its sole and absolute discretion), cause the applicable bank, broker or financial institution at or with which any such Collateral Account is maintained to execute and deliver an Account Control Agreement or other appropriate instrument with respect to such Collateral Account Account, if required to perfect the applicable Collateral TrusteeAgent’s Lien in such Collateral Account in accordance with the terms hereunder; provided, however, provided that (i) for the Collateral Accounts identified in the Perfection Certificate as of the Closing Date, Borrower Representative shall deliver duly executed Account Control Agreements (in such final form as is reasonably acceptable to Administrative Agent and Collateral Trustee) for each such Collateral Account within five Business Days following the Closing Date, and (ii) no an Account Control Agreement shall be required in connection with respect any Collateral Accounts domiciled in Canada regardless of whether such Account Control Agreement is required to any Excluded perfect the applicable Collateral Agent’s Lien in such Collateral Account. (c) In the event that Borrowers have Account in excess of $250,000 in the aggregate with respect to which Medicare or other similar programs of any Governmental Authority is the Account Debtor, Borrowers shall notify Administrative Agent thereof, and shall enter into an amendment to this Agreement and set up such dedicated Collateral Accounts and direct the payment of such Accounts as Administrative Agent may direct to protect Collateral Trustee’s interests in such Accounts and the proceeds thereof.