Common use of Depositary and Other Deposit Accounts Clause in Contracts

Depositary and Other Deposit Accounts. The Grantors shall deliver to the Collateral Agent a revised version of Schedule 4 showing any changes thereto within 5 days of any such change. No Grantor shall open new depositary or other deposit accounts or securities accounts unless such Grantor shall have received the Collateral Agent’s prior written consent to open any such new deposit accounts or securities accounts. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains a deposit account or securities account to provide the Collateral Agent with such information with respect to such deposit account or securities account as the Collateral Agent may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Collateral Agent. Each Grantor will, to the extent necessary to maintain the first priority perfected security interest in the Collateral, cause each financial institution at which such Grantor maintains a depositary, other deposit account or securities account to enter into a bank agency or other similar agreement with the Collateral Agent and such Grantor, in a form satisfactory to the Collateral Agent, in order to give the Collateral Agent “control” (as defined in the UCC) of such account. If any Grantor or any director, officer, employee, agent of such Grantor, or any other Person acting for or in concert with such Grantor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Grantor and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Collateral Agent for the benefit of the Secured Parties, segregated from the funds of such Grantor, and shall forthwith upon receipt by such Grantor, turn such items over to the Collateral Agent. The Grantors, jointly and severally, agree to pay all fees, costs and expenses (including reasonable attorneys’ fees and expenses) in connection with opening and maintaining each Account, control agreements with respect thereto, and depositing for collection by the Collateral Agent any check or other item of payment received by the Collateral Agent on account of the Obligations. All of such fees, costs and expenses shall constitute Obligations hereunder and shall be payable to the Collateral Agent by the Grantors upon demand.

Depositary and Other Deposit Accounts. Each Grantor shall maintain all of its principal deposit accounts with the Administrative Agent, except to the extent permitted by the Credit Agreement. No Grantor shall open any depositary or other deposit accounts, except in accordance with the Credit Agreement and unless such Grantor shall have given the Administrative Agent 10 days’ prior written notice of its intention to open any such new deposit accounts. The Grantors shall deliver to the Collateral Administrative Agent a revised version of Schedule 4 6 showing any changes thereto within 5 days of any such change. No Grantor shall open new depositary or other deposit accounts or securities accounts unless such Grantor shall have received the Collateral Agent’s prior written consent to open any such new deposit accounts or securities accounts. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains a deposit account or securities account to provide the Collateral Administrative Agent with such information with respect to such deposit account or securities account as the Collateral Administrative Agent may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Collateral Administrative Agent. Each Grantor will, to the extent necessary to maintain the first priority perfected security interest in the Collateral, will cause each financial institution at which such Grantor maintains a depositary, depositary or other deposit account or securities account to enter into a bank agency or other similar agreement with the Collateral Administrative Agent and such Grantor, in a form and substance satisfactory to the Collateral Administrative Agent, in order to give the Collateral Administrative Agent “control” (as defined in the UCC) of such account. Subject to the terms of the Credit Agreement, each Grantor shall direct all Account Debtors to make all payments on the Accounts directly to a bank account or Lockbox maintained with the Administrative Agent (an “Agent Account”). If any Grantor or any director, officer, employee, agent of such Grantor, or any other Person acting for or in concert with such Grantor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Grantor and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Collateral Administrative Agent for and the benefit of the Secured PartiesLenders and, segregated from the funds of such Grantor, and shall forthwith immediately upon receipt by such Grantorthereof, turn such items over shall remit the same (or cause the same to be remitted) in kind to the Collateral AgentAgent Account. The Grantors, jointly and severally, agree to pay all fees, costs and expenses (including reasonable attorneys’ fees and expenses) which the Administrative Agent incurs in connection with opening and maintaining each Account, control agreements with respect thereto, the Agent Account and depositing for collection by the Collateral Administrative Agent any check or other item of payment received by the Collateral Administrative Agent on account of the Obligations. All of such fees, costs and expenses shall constitute Secured Obligations hereunder and shall be payable to the Collateral Administrative Agent by the Grantors upon demand. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Grantor to the Administrative Agent, and, if that endorsement of any such item shall not be made for any reason, the Administrative Agent is hereby irrevocably authorized to endorse the same on such Grantor’s behalf. For the purpose of this section, each Grantor irrevocably hereby makes, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent for that purpose) as such Grantor’s true and lawful attorney and agent-in-fact (a) to endorse such Grantor’s name upon said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, Instrument, invoice or similar document or agreement relating to any Account of such Grantor or goods pertaining thereto; (b) to take control in any manner of any item of payment or proceeds thereof; and (c) to have access to any lock box or postal box into which any of such Grantor’s mail is deposited, and open and process all mail addressed to such Grantor and deposited therein. All amounts received in an Agent Account shall be deemed received by the Administrative Agent in accordance with Section 7.1 of the Credit Agreement and applied to Revolving Outstandings. In no event shall any amount be applied unless and until such amount shall have been credited in immediately available funds to an Agent Account.

Depositary and Other Deposit Accounts. No Grantor shall open any depositary or other deposit accounts unless such Grantor shall have given the Administrative Agent 10 days' prior written notice of its intention to open any such new deposit accounts. The Grantors shall deliver to the Collateral Administrative Agent a revised version of Schedule 4 6 showing any changes thereto within 5 days of any such change. No Grantor shall open new depositary or other deposit accounts or securities accounts unless such Grantor shall have received the Collateral Agent’s prior written consent to open any such new deposit accounts or securities accounts. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains a deposit account or securities account to provide the Collateral Administrative Agent with such information with respect to such deposit account or securities account as the Collateral Administrative Agent may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Collateral Administrative Agent. Each Grantor will, to upon the extent necessary to maintain the first priority perfected security interest in the CollateralAdministrative Agent's request, cause each financial institution at which such Grantor maintains a depositary, depositary or other deposit account or securities account (other than xxxxx cash and payroll accounts with balances in excess of $25,000 in the aggregate for all such accounts) to enter into a bank agency or other similar agreement with the Collateral Administrative Agent and such Grantor, in a form and substance reasonably satisfactory to the Collateral Administrative Agent, in order to give the Collateral Administrative Agent “"control” " (as defined in the UCC) of such account. Each Grantor shall direct all Account Debtors to make all payments on the Accounts directly to a bank account maintained with the Administrative Agent (an "Agent Account"). If any Grantor or any director, officer, employee, agent of such Grantor, or any other Person acting for or in concert with such Grantor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Grantor and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Collateral Administrative Agent for and the benefit of the Secured PartiesLenders and, segregated from the funds of such Grantor, and shall forthwith immediately upon receipt by such Grantorthereof, turn such items over shall remit the same (or cause the same to be remitted) in kind to the Collateral AgentAgent Account. The Grantors, jointly and severally, agree to pay all fees, costs and expenses (including reasonable attorneys’ fees and expenses) which the Administrative Agent incurs in connection with opening and maintaining each Account, control agreements with respect thereto, the Agent Account and depositing for collection by the Collateral Administrative Agent any check or other item of payment received by the Collateral Administrative Agent on account of the Obligations. All of such fees, costs and expenses shall constitute Secured Obligations hereunder and shall be payable to the Collateral Administrative Agent by the Grantors upon demand. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Grantor to the Administrative Agent, and, if that endorsement of any such item shall not be made for any reason, the Administrative Agent is hereby irrevocably authorized to endorse the same on such Grantor's behalf. For the purpose of this section, each Grantor irrevocably hereby makes, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent for that purpose) as such Grantor's true and lawful attorney and agent-in-fact (a) to endorse such Grantor's name upon said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, Instrument, invoice or similar document or agreement relating to any Account of such Grantor or goods pertaining thereto; (b) to take control in any manner of any item of payment or proceeds thereof; and (c) to have access to any lock box or postal box into which any of such Grantor's mail is deposited, and open and process all mail addressed to the such Grantor and deposited therein. All amounts received in an Agent Account shall be deemed received by the Administrative Agent in accordance with Section 7.2 of the Credit Agreement and applied to Revolving Outstandings. In no event shall any amount be applied unless and until such amount shall have been credited in immediately available funds to an Agent Account.

Depositary and Other Deposit Accounts. The Grantors shall deliver to the Collateral Agent a revised version of Schedule 4 showing any changes thereto within 5 days of any such change. (a) No Grantor shall open new maintains any depositary or other deposit accounts or securities accounts unless such Grantor shall have received (the Collateral Agent’s prior written consent to open “Deposit Accounts”) with any such new deposit accounts or securities accountsbank (the “Deposit Account Banks”) other than those listed in Schedule 6. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains a deposit account or securities account each Deposit Account Bank to provide the Collateral Administrative Agent with such information with respect to such deposit account or securities account the Deposit Accounts as the Collateral Administrative Agent may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Collateral Administrative Agent. Each Grantor will, to the extent necessary to maintain the first priority perfected security interest in the Collateral, will cause each financial institution at which such Grantor maintains a depositary, other deposit account or securities account Deposit Account Bank to enter into a bank agency or other similar agreement with the Collateral Administrative Agent and such Grantor, in the form attached hereto as Annex I (a form “Deposit Account Control Agreement”) and otherwise in substance satisfactory to the Collateral Administrative Agent, in order to give the Collateral Administrative Agent “control” (as defined in the UCC) of such account. Each Grantor shall direct all Account Debtors to make all payments on the Accounts directly to a the applicable Deposit Account maintained with the applicable Deposit Account Bank. (b) No Grantor shall open any depositary or other deposit accounts unless (i) such Grantor shall have given the Administrative Agent 10 days’ prior written notice of its intention to open any such new deposit accounts; (ii) such Grantor shall deliver to the Administrative Agent a revised version of Schedule 6, showing any changes thereto within 5 days of any such change; and (iii) shall cause such Grantor to enter into a Deposit Account Control Agreement in the form attached hereto as Annex I and otherwise satisfactory to the Administrative Agent. No Grantor shall close any Deposit Account maintained with a Deposit Account Bank without the prior written consent of the Administrative Agent. (c) If any Grantor or any director, officer, employee, agent of such Grantor, or any other Person acting for or in concert with such Grantor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Grantor and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Collateral Administrative Agent and the Lenders and, promptly upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to a Deposit Account. (d) So long as no Event of Default shall have occurred and be continuing, the Grantors may draw checks on, and otherwise withdraw amounts from a Deposit Account maintained with a Deposit Account Bank in such amounts as may be required in the ordinary course of business or as permitted under the Credit Agreement, including, without limitation, to pay or prepay Debt (as defined in the Credit Agreement) outstanding under the Loan Documents (as defined in the Credit Agreement). If an Event of Default shall have occurred and be continuing, the Administrative Agent may, at any time and without notice to, or consent from, any Grantor, order any Deposit Account Bank, pursuant to a Deposit Account Control Agreement, to transfer, or direct the transfer of, funds from any Deposit Account maintained at such Deposit Account Bank to satisfy the Grantors’ obligations under the Loan Documents (as defined in the Credit Agreement). (e) For the purpose of this section, each Grantor irrevocably hereby makes, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent for the benefit that purpose) as such Grantor’s true and lawful attorney and agent-in-fact (i) to endorse such Grantor’s name upon said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, Instrument, invoice or similar document or agreement relating to any Account of the Secured Parties, segregated from the funds such Grantor or goods pertaining thereto; (ii) to take control in any manner of any item of payment or proceeds thereof; and (iii) to have access to any lock box or postal box into which any of such Grantor’s mail is deposited, and shall forthwith upon receipt by such Grantor, turn such items over open and process all mail addressed to the Collateral Agent. The Grantors, jointly such Grantor and severally, agree to pay all fees, costs and expenses (including reasonable attorneys’ fees and expenses) in connection with opening and maintaining each Account, control agreements with respect thereto, and depositing for collection by the Collateral Agent any check or other item of payment received by the Collateral Agent on account of the Obligations. All of such fees, costs and expenses shall constitute Obligations hereunder and shall be payable to the Collateral Agent by the Grantors upon demanddeposited therein.

Depositary and Other Deposit Accounts. No Grantor shall open new depositary or other deposit accounts unless such Grantor shall have received the Secured Party’s prior written consent to open any such new deposit accounts. The Grantors shall deliver to the Collateral Agent Secured Party a revised version of Schedule 4 6 showing any changes thereto within 5 days of any such change. No Grantor shall open new depositary or other deposit accounts or securities accounts unless such Grantor shall have received the Collateral Agent’s prior written consent to open any such new deposit accounts or securities accounts. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains a deposit account or securities account to provide the Collateral Agent Secured Party with such information with respect to such deposit account or securities account as the Collateral Agent Secured Party may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Collateral AgentSecured Party. Each Grantor will, to upon the extent necessary to maintain the first priority perfected security interest in the CollateralSecured Party’s request, cause each financial institution at which such Grantor maintains a depositary, depositary or other deposit account or securities account to enter into a bank agency or other similar agreement with the Collateral Agent Secured Party and such Grantor, in a form and substance satisfactory to the Collateral AgentSecured Party, in order to give the Collateral Agent Secured Party “control” (as defined in the UCC) of such account. Each Grantor shall direct all Account Debtors to make all payments on the Accounts directly to a Lockbox Account designated by the Secured Party in its sole discretion. If any Grantor or any director, officer, employee, agent of such Grantor, or any other Person acting for or in concert with such Grantor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Grantor and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Collateral Agent for Secured Party and, promptly (and in any event within one Business Day) upon receipt thereof, shall remit the benefit same (or cause the same to be remitted) in kind to a Lockbox Account designated by the Secured Party in its sole discretion, subject to any rights of the Secured Parties, segregated from the funds of MX Companies to use such Grantor, and shall forthwith upon receipt by such Grantor, turn such items over proceeds pursuant to the Collateral AgentMaster ISDAs. The Grantors, jointly and severally, agree to pay all fees, costs and expenses (including reasonable attorneys’ fees and expenses) in connection with opening and maintaining each Account, control agreements with respect thereto, and depositing for collection by the Collateral Agent Secured Party any check or other item of payment received by the Collateral Agent Secured Party on account of the ISDA Obligations. All of such fees, costs and expenses shall constitute ISDA Obligations hereunder and shall be payable to the Collateral Agent Secured Party by the Grantors upon demand. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Grantor to the Secured Party, and, if that endorsement of any such item shall not be made for any reason, the Secured Party is hereby irrevocably authorized to endorse the same on such Grantor’s behalf for the purpose of this section, each Grantor irrevocably hereby makes, constitutes and appoints the Secured Party (and all Persons designated by the Secured Party for that purpose) as such Grantor’s true and lawful attorney and agent-in-fact (a) to endorse such Grantor’s name upon said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, Instrument, invoice or similar document or agreement relating to any Account of such Grantor or goods pertaining thereto; (b) to take control in any manner of any item of payment or proceeds thereof; and (c) while a Default or Potential Termination Event has occurred and is continuing, to have access to any lock box or postal box into which any of such Grantor’s mail is deposited, and open and process all mail addressed to the such Grantor and deposited therein. All amounts received in any Lockbox Account shall be swept at the end of each day to the applicable Party A Sub Account until the Discharge of ISDA Obligations. In no event shall any amount be applied unless and until such amount shall have been credited in immediately available funds to the applicable Party A Sub Account or applicable Operating Account with the applicable Master ISDA.

Depositary and Other Deposit Accounts. (a) On or before the Closing Date, the Grantors shall (i) direct all of their Account Debtors to make all payments on their Accounts directly to one or more deposit accounts owned and controlled by the Grantors and maintained with the Administrative Agent and (ii) cause any Person acting for or in concert with the Grantors that received any monies, checks, notes, drafts or other payments relating to or as proceeds from Account Debtors to promptly remit the same to such deposit accounts. Each Grantor agrees to indemnify and hold the Administrative Agent and Lenders harmless from any and all liabilities, claims, losses and demands whatsoever, including reasonable attorneys’ fees and expenses, arising from or relating to actions of the Administrative Agent or any Lender pursuant to this Section 5.9 or any deposit account agreement. (b) No Grantor shall open any depositary or other deposit accounts unless such Grantor shall have given the Administrative Agent 10 days’ prior written notice of its intention to open any such new deposit accounts. The Grantors shall deliver to the Collateral Administrative Agent a revised version of Schedule 4 6 showing any changes thereto within 5 days of any such change. No Grantor shall open new depositary or other deposit accounts or securities accounts unless such Grantor shall have received the Collateral Agent’s prior written consent to open any such new deposit accounts or securities accounts. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains a deposit account or securities account to provide the Collateral Administrative Agent with such information with respect to such deposit account or securities account as the Collateral Administrative Agent may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Collateral Administrative Agent. Each Grantor will, to the extent necessary to maintain the first priority perfected security interest in the Collateral, cause each financial institution at which such Grantor maintains a depositary, depositary or other deposit account or securities account that exceeds $1,000,000 in average daily balance for any one month period to enter into a bank agency or other similar agreement with the Collateral Administrative Agent and such Grantor, in a form and substance satisfactory to the Collateral Administrative Agent, in order to give the Collateral Administrative Agent “control” (as defined in the UCC) of such account. If any Grantor or any director, officer, employee, agent of such Grantor, or any other Person acting for or in concert with such Grantor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Grantor and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Collateral Agent for the benefit of the Secured Parties, segregated from the funds of such Grantor, and shall forthwith upon receipt by such Grantor, turn such items over to the Collateral Agent. . (c) The Grantors, jointly and severally, agree to pay all fees, costs and expenses (including reasonable attorneys’ fees and expenses) which the Administrative Agent incurs in connection with opening and maintaining each Account, control agreements with respect thereto, the deposit accounts described in this Section and depositing for collection by the Collateral Administrative Agent any check or other item of payment received by the Collateral Administrative Agent on account of the Obligations. All of such fees, costs and expenses shall constitute Obligations hereunder and shall be payable to the Collateral Administrative Agent by the Grantors upon demand. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Grantor to the Administrative Agent, and, if that endorsement of any such item shall not be made for any reason, the Administrative Agent is hereby irrevocably authorized to endorse the same on such Grantor’s behalf. Subject to applicable law regarding Governmental Account Debtors, and for the purpose of this section, each Grantor irrevocably hereby makes, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent for that purpose) as such Grantor’s true and lawful attorney and agent-in-fact (a) to endorse such Grantor’s name upon said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, Instrument, invoice or similar document or agreement relating to any Account of the such Grantor or goods pertaining thereto; (b) to take control in any manner of any item of payment or proceeds thereof; and (c) to have access to any lock box or postal box into which any of such Grantor’s mail is deposited, and open and process all mail addressed to the such Grantor and deposited therein. All amounts received in an Agent Account shall be deemed received by the Administrative Agent in accordance with Section 7.1 of the Credit Agreement and applied to Obligations. In no event shall any amount be applied unless and until such amount shall have been credited in immediately available funds to an Agent Account.

Depositary and Other Deposit Accounts. Unless the Collateral Agent otherwise consents in writing, in order to facilitate the Collateral Agent’s and the Lenders’ administration of the Financing Documents, each Grantor shall maintain all of its principal deposit accounts with one or more Lenders. No Grantor shall open any depositary or other deposit accounts unless such Grantor shall have given the Collateral Agent 10 days’ prior written notice of its intention to open any such new deposit accounts. The Grantors shall deliver to the Collateral Agent a revised version of Schedule 4 6 showing any changes thereto within 5 days of any such change. No Grantor shall open new depositary or other deposit accounts or securities accounts unless such Grantor shall have received the Collateral Agent’s prior written consent to open any such new deposit accounts or securities accounts. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains a deposit account or securities account to provide the Collateral Agent with such information with respect to such deposit account or securities account as the Collateral Agent may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Collateral Agent. Each Grantor will, to the extent necessary to maintain the first priority perfected security interest in the Collateral, will cause each financial institution at which such Grantor maintains a depositary, depositary or other deposit account or securities account to enter into a bank agency or other similar agreement with the Collateral Agent and such Grantor, in a form and substance reasonably satisfactory to the Collateral Agent, in order to give the Collateral Agent “control” (as defined in the UCC) of such account. Each Grantor shall direct all Account debtors to make all payments on the Accounts directly to a bank account identified on Schedule 6 (a “Designated Account”). If any Grantor or any director, officer, employee, agent of such Grantor, or any other Person acting for or in concert with such Grantor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Grantor and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Collateral Agent for the benefit of and the Secured PartiesParties and, segregated from the funds of such Grantor, and shall forthwith promptly upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to a Designated Account. All checks, drafts, instruments and other items of payment or proceeds of Collateral delivered to the Collateral Agent pursuant to the terms hereof shall be endorsed by such Grantor, turn such items over the applicable Grantor to the Collateral Agent, and, if that endorsement of any such item shall not be made for any reason, the Collateral Agent is hereby irrevocably authorized to endorse the same on such Grantor’s behalf. The GrantorsFor the purpose of this section, jointly each Grantor irrevocably hereby makes, constitutes and severally, agree to pay appoints the Collateral Agent (and all fees, costs and expenses (including reasonable attorneys’ fees and expenses) in connection with opening and maintaining each Account, control agreements with respect thereto, and depositing for collection Persons designated by the Collateral Agent for that purpose) as such Grantor’s true and lawful attorney and agent-in-fact (a) to endorse such Grantor’s name upon said items of payment and/or proceeds of Collateral and upon any check Chattel Paper, document, Instrument, invoice or other similar document or agreement relating to any Account of the such Grantor or goods pertaining thereto; (b) to take control in any manner of any item of payment received by the Collateral Agent on account of the Obligations. All or proceeds thereof; and (c) to have access to any lock box or postal box into which any of such feesGrantor’s mail is deposited, costs and expenses shall constitute Obligations hereunder open and shall be payable process all mail addressed to the Collateral Agent by the Grantors upon demandsuch Grantor and deposited therein. In no event shall any amount be applied unless and until such amount shall have been credited in immediately available funds to a Designated Account.

Depositary and Other Deposit Accounts. No Grantor shall open new depositary or other deposit accounts unless such Grantor shall have received the prior written consent of the Credit Facility Agent or, if the Discharge of Credit Facility Obligations has occurred, the Collateral Agent; provided that no consent of the Collateral Agent shall be required to the extent an agreement has been entered into in order to give the Collateral Agent “control” (as defined in the UCC) of such account. The Grantors shall deliver to the Collateral Agent a revised version of Schedule 4 6 showing any changes thereto within 5 days of any such change. No Grantor shall open new depositary or other deposit accounts or securities accounts unless such Grantor shall have received the Collateral Agent’s prior written consent to open any such new deposit accounts or securities accounts. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains a deposit account or securities account Deposit Account to provide the Collateral Agent with such information with respect to such deposit account or securities account Deposit Account as the Collateral Agent may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Collateral Agent. Each Grantor will, to upon the extent necessary to maintain the first priority perfected security interest in the CollateralCollateral Agent’s request, cause each financial institution at which such Grantor maintains a depositary, depositary or other deposit account or securities account Deposit Account to enter into a bank agency or other similar agreement with the Collateral Agent and such Grantor, in a form and substance satisfactory to the Collateral Agent, in order to give the Collateral Agent “control” (as defined in the UCC) of such account. Each Grantor shall direct all Account Debtors to make all payments on the Accounts directly to a Deposit Account designated by the Credit Facility Agent in which the Collateral Agent has a perfected security interest or, if the Discharge of Credit Facility Obligations has occurred, to a Deposit Account in which the Collateral Agent has a perfected security interest. If any Grantor or any director, officer, employee, agent of such Grantor, or any other Person acting for or in concert with such Grantor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Grantor and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Collateral Credit Facility Agent for the benefit (and after Discharge of the Secured PartiesCredit Facility Obligations, segregated from the funds of such Grantor, and shall forthwith upon receipt by such Grantor, turn such items over to the Collateral Agent) and, promptly (and in any event within one Business Day) upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to a Deposit Account in which the Collateral Agent has a perfected security interest, subject to any rights of the Grantors to use such proceeds pursuant to the Indenture. The Grantors, jointly and severally, agree to pay all fees, costs and expenses (including reasonable attorneys’ fees and expenses) in connection with opening and maintaining each Account, control agreements with respect thereto, and depositing for collection by the Collateral Agent any check or other item of payment received by the Collateral Agent on account of the Notes Obligations. All of such fees, costs and expenses shall constitute Notes Obligations hereunder and shall be payable to the Collateral Agent by the Grantors upon demand. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Grantor to the Collateral Agent, and, if that endorsement of any such item shall not be made for any reason, after Discharge of Credit Facility Obligations, the Collateral Agent is hereby irrevocably authorized to endorse the same on such Grantor’s behalf for the purpose of this section, each Grantor irrevocably hereby makes, constitutes and appoints the Collateral Agent (and all Persons designated by the Collateral Agent for that purpose) as such Grantor’s true and lawful attorney and agent-in-fact (a) to endorse such Grantor’s name upon said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, Instrument, invoice or similar document or agreement relating to any Account of such Grantor or goods pertaining thereto; (b) to take control in any manner of any item of payment or proceeds thereof; and (c) while a Default has occurred and is continuing, to have access to any lock box or postal box into which any of such Grantor’s mail is deposited, and open and process all mail addressed to the such Grantor and deposited therein.

Depositary and Other Deposit Accounts. Each Grantor shall maintain all of its principal deposit accounts with the Lender. No Grantor shall open any depositary or other deposit accounts unless such Grantor shall have given the Lender 10 days’ prior written notice of its intention to open any such new deposit accounts. The Grantors shall deliver to the Collateral Agent Lender a revised version of Schedule 4 6 showing any changes thereto within 5 30 days of any such change. No Grantor shall open new depositary or other deposit accounts or securities accounts unless such Grantor shall have received the Collateral Agent’s prior written consent to open any such new deposit accounts or securities accounts. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains a deposit account or securities account to provide the Collateral Agent Lender with such information with respect to such deposit account or securities account as the Collateral Agent Lender may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Collateral AgentLender. Each Grantor will, to upon the extent necessary to maintain the first priority perfected security interest in the CollateralLender’s request, cause each financial institution at which such Grantor maintains a depositary, depositary or other deposit account or securities account to enter into a bank agency or other similar agreement with the Collateral Agent Lender and such Grantor, in a form and substance satisfactory to the Collateral AgentLender, in order to give the Collateral Agent Lender “control” (as defined in the UCC) of such account. Upon Lender’s request to do so following the occurrence and during the continuance of any Event of Default, each Grantor shall direct all Account Debtors to make all payments on the Accounts directly to a bank account maintained with the Lender (the “Lender Controlled Account”). If any Grantor or any director, officer, employee, agent of such Grantor, or any other Person acting for or in concert with such Grantor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Grantor and each such Person shall shall, so long as an Event of Default has occurred and is continuing, receive all such items in trust for, and as the sole and exclusive property of, the Collateral Agent for the benefit of the Secured PartiesLender and, segregated from the funds of such Grantor, and shall forthwith immediately upon receipt by such Grantorthereof, turn such items over shall remit the same (or cause the same to be remitted) in kind to the Collateral AgentLender Controlled Account. The Grantors, jointly and severally, agree to pay all fees, costs and expenses (including reasonable attorneys’ fees and expenses) which the Lender incurs in connection with opening and maintaining each Account, control agreements with respect thereto, the Lender Controlled Account and depositing for collection by the Collateral Agent Lender any check or other item of payment received by the Collateral Agent Lender on account of the Obligations. All of such fees, costs and expenses shall constitute Secured Obligations hereunder and shall be payable to the Collateral Agent Lender by the Grantors upon demand. In connection with the foregoing, all checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Grantor to the Lender, and, if that endorsement of any such item shall not be made for any reason, the Lender is hereby irrevocably authorized to endorse the same on such Grantor’s behalf. For the purpose of this section, each Grantor irrevocably hereby makes, constitutes and appoints the Lender (and all Persons designated by the Lender for that purpose) as such Grantor’s true and lawful attorney and agent-in-fact (a) to endorse such Grantor’s name upon said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, Instrument, invoice or similar document or agreement relating to any Account of the such Grantor or goods pertaining thereto; (b) to take control in any manner of any item of payment or proceeds thereof; and (c) to have access to any lock box or postal box into which any of such Grantor’s mail is deposited, and open and process all mail addressed to the such Grantor and deposited therein, in each case during the continuance of any Event of Default. All amounts received in the Lender Controlled Account shall be deemed received by the Lender in accordance with Section 7.1 of the Credit Agreement and applied to Revolving Outstandings. In no event shall any amount be 14766401\V-7 applied unless and until such amount shall have been credited in immediately available funds to the Lender Controlled Account.

Depositary and Other Deposit Accounts. The Grantors shall deliver to the Collateral Agent a revised version of Schedule 4 showing any changes thereto within 5 days of any such change. (a) No Grantor shall open new maintains any depositary or other deposit accounts or securities accounts unless such Grantor shall have received (the Collateral Agent’s prior written consent to open "Deposit Accounts") with any such new deposit accounts or securities accountsbank (the "Deposit Account Banks") other than those listed in Schedule 6. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains a deposit account or securities account each Deposit Account Bank to provide the Collateral Administrative Agent with such information with respect to such deposit account or securities account the Deposit Accounts as the Collateral Administrative Agent may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Collateral Administrative Agent. Each Grantor will, to the extent necessary to maintain the first priority perfected security interest in the Collateral, will cause each financial institution at which such Grantor maintains a depositary, other deposit account or securities account Deposit Account Bank to enter into a bank agency or other similar agreement with the Collateral Administrative Agent and such Grantor, in the form attached hereto as Annex I (a form "Deposit Account Control Agreement") and otherwise in substance satisfactory to the Collateral Administrative Agent, in order to give the Collateral Administrative Agent “"control” " (as defined in the UCC) of such account. Each Grantor shall direct all Account Debtors to make all payments on the Accounts directly to a the applicable Deposit Account maintained with the applicable Deposit Account Bank. (b) No Grantor shall open any depositary or other deposit accounts unless (i) such Grantor shall have given the Administrative Agent 10 days' prior written notice of its intention to open any such new deposit accounts; (ii) such Grantor shall deliver to the Administrative Agent a revised version of Schedule 6, showing any changes thereto within 5 days of any such change; and (iii) shall cause such Grantor to enter into a Deposit Account Control Agreement in the form attached hereto as Annex I and otherwise satisfactory to the Administrative Agent. No Grantor shall close any Deposit Account maintained with a Deposit Account Bank without the prior written consent of the Administrative Agent. (c) If any Grantor or any director, officer, employee, agent of such Grantor, or any other Person acting for or in concert with such Grantor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Grantor and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Collateral Administrative Agent and the Lenders and, promptly upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to a Deposit Account. (d) So long as no Event of Default shall have occurred and be continuing, the Grantors may draw checks on, and otherwise withdraw amounts from a Deposit Account maintained with a Deposit Account Bank in such amounts as may be required in the ordinary course of business or as permitted under the Credit Agreement, including, without limitation, to pay or prepay Debt (as defined in the Credit Agreement) outstanding under the Loan Documents (as defined in the Credit Agreement). If an Event of Default shall have occurred and be continuing, the Administrative Agent may, at any time and without notice to, or consent from, any Grantor, order any Deposit Account Bank, pursuant to a Deposit Account Control Agreement, to transfer, or direct the transfer of, funds from any Deposit Account maintained at such Deposit Account Bank to satisfy the Grantors' obligations under the Loan Documents (as defined in the Credit Agreement). (e) For the purpose of this section, each Grantor irrevocably hereby makes, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent for the benefit that purpose) as such Grantor's true and lawful attorney and agent-in- fact (i) to endorse such Grantor's name upon said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, Instrument, invoice or similar document or agreement relating to any Account of the Secured Parties, segregated from the funds such Grantor or goods pertaining thereto; (ii) to take control in any manner of any item of payment or proceeds thereof; and (iii) to have access to any lock box or postal box into which any of such Grantor's mail is deposited, and shall forthwith upon receipt by such Grantor, turn such items over open and process all mail addressed to the Collateral Agent. The Grantors, jointly such Grantor and severally, agree to pay all fees, costs and expenses (including reasonable attorneys’ fees and expenses) in connection with opening and maintaining each Account, control agreements with respect thereto, and depositing for collection by the Collateral Agent any check or other item of payment received by the Collateral Agent on account of the Obligations. All of such fees, costs and expenses shall constitute Obligations hereunder and shall be payable to the Collateral Agent by the Grantors upon demanddeposited therein.