Common use of Representations, Warranties and Covenants of Deposit Account Bank Clause in Contracts

Representations, Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to the Collateral Agent that: (a) The Deposit Account Bank constitutes a “bank” (as defined in Section 9-102 of the UCC), that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of the Deposit Accounts shall be the State of New York. (b) The Deposit Account Bank shall not permit the Assignor to establish any other account with it. (c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York govern secured transactions relating to the Deposit Account and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-304 of the UCC in respect of the Deposit Account is New York. The Deposit Account Bank will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304 of the UCC is a jurisdiction other than the State of New York. Copies of all account agreements in respect of the Deposit Accounts in existence on the date hereof have been furnished to the Collateral Agent. (d) The Deposit Account Bank has not entered, and will not enter, into any agreement with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the Deposit Accounts or other dealings with the Deposit Accounts or other of the Collateral. (e) On the date hereof the Deposit Account Bank maintains no deposit account (as defined in Section 9-102 of the UCC) for the Assignor other than the Deposit Account. (f) Any items or funds received by the Deposit Account Bank for the Assignor’s account will be credited to the Deposit Account Bank for the Assignor in accordance with this Agreement. (g) The Assignor will promptly notify the Collateral Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.

Representations, Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to the Collateral Agent that: (a) The Deposit Account Bank constitutes a “bank” (as defined in Section 9-102 of the UCC), that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of each Deposit Account maintained by the Assignor with the Deposit Accounts Account Bank shall be one or more States within the State of New YorkUnited States. (b) The Deposit Account Bank shall not permit the any Assignor to establish any demand, time, savings, passbook or other account with itit which does not constitute a “deposit account” (as defined in Section 9-102 of the UCC). (c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York govern secured transactions relating to the Deposit Account Accounts and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-304 of the UCC in respect of the Deposit Account Accounts is New York. The Deposit Account Bank will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304 of the UCC is other than a jurisdiction other than the State of New Yorkpermitted pursuant to preceding clause (a). Copies of all All account agreements in respect of the each Deposit Accounts Account in existence on the date hereof are listed on Annex A hereto and copies of all such account agreements have been furnished to the Collateral Agent. The Deposit Account Bank will promptly furnish to the Collateral Agent a copy of the account agreement for each Deposit Account hereafter established by the Deposit Account Bank for the Assignor. (d) The Deposit Account Bank has not entered, entered and will not enter, into any agreement agree­ment with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the any Deposit Accounts Account or other dealings with the any Deposit Accounts Account or other of the Collateral. (e) On the date hereof the Deposit Account Bank maintains no deposit account (as defined in Section 9-102 of the UCC) Deposit Accounts for the Assignor other than the Deposit AccountAccounts specifically identified in Annex A hereto. (f) Any items or funds received by the Deposit Account Bank for the Assignor’s account will be credited to said Deposit Accounts specified in paragraph (e) above or to any other Deposit Accounts hereafter established by the Deposit Account Bank for the Assignor in accordance with this Agreement. (g) The Assignor Deposit Account Bank will promptly notify the Collateral Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.

Representations, Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to each of the Collateral First Priority Agent thatand the Second Priority Agent: (a) The Deposit Account Bank constitutes a “bank” (as defined in Section 9-102 of the UCC), that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of each Deposit Account maintained by the Assignor with the Deposit Accounts Account Bank shall be the State of New York. (b) The Deposit Account Bank shall not permit the any Assignor to establish any demand, time, savings, passbook or other account with itit which does not constitute a “deposit account” (as defined in Section 9-102 of the UCC). (c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York govern secured transactions relating to the Deposit Account Accounts and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-9- 304 of the UCC in respect of the Deposit Account Accounts is New York. The Deposit Account Bank will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304 of the UCC is other than a jurisdiction other than the State of New Yorkpermitted pursuant to preceding clause (a). Copies of all All account agreements in respect of the each Deposit Accounts Account in existence on the date hereof are listed on Annex A hereto and copies of all such account agreements have been furnished to the Collateral Agent. The Deposit Account Bank will promptly furnish to each of the First Priority Agent and the Second Priority Agent a copy of the account agreement for each Deposit Account hereafter established by the Deposit Account Bank for the Assignor. (d) The Deposit Account Bank has not entered, entered and will not enter, into any agreement with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the any Deposit Accounts Account or other dealings with the any Deposit Accounts Account or other of the Collateral. (e) On the date hereof the Deposit Account Bank maintains no deposit account (as defined in Section 9-102 of the UCC) Deposit Accounts for the Assignor other than the Deposit AccountAccounts specifically identified in Annex A hereto. (f) Any items or funds received by the Deposit Account Bank for the Assignor’s account will be credited to said Deposit Accounts specified in paragraph (e) above or to any other Deposit Accounts hereafter established by the Deposit Account Bank for the Assignor in accordance with this Agreement. (g) The Assignor Deposit Account Bank will promptly notify each of the Collateral First Priority Agent and the Second Priority Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.

Representations, Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to the Collateral Agent that: (a) The Deposit Account Bank constitutes a “bank” (as defined in Section 9-102 of the UCC), that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of each Deposit Account maintained by the Assignor with the Deposit Accounts Account Bank shall be one or more States within the State of New YorkUnited States. (b) The Deposit Account Bank shall not permit the any Assignor to establish any demand, time, savings, passbook or other account with itit which does not constitute a “deposit account” (as defined in Section 9-102 of the UCC). (c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York 1 govern secured transactions relating to the Deposit Account Accounts and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-304 of the UCC in respect of the Deposit Account Accounts is New York. .2 The Deposit Account Bank will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304 of the UCC is other than a jurisdiction other than the State of New Yorkpermitted pursuant to preceding clause (a). Copies of all All account agreements in respect of the each Deposit Accounts Account in existence on the date hereof are listed on Annex A hereto and copies of all such account agreements have been furnished to the Collateral Agent. The Deposit Account Bank will promptly furnish to the Collateral Agent a copy of the account agreement for each Deposit Account hereafter established by the Deposit Account Bank for the Assignor. (d) The Deposit Account Bank has not entered, entered and will not enter, into any agreement with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the any Deposit Accounts Account or other dealings with the any Deposit Accounts Account or other of the Collateral. 1 Inserted jurisdiction(s) must be consistent with requirements of preceding clause (a). 2 See footnote 1. (e) On the date hereof the Deposit Account Bank maintains no deposit account (as defined in Section 9-102 of the UCC) Deposit Accounts for the Assignor other than the Deposit AccountAccounts specifically identified in Annex A hereto. (f) Any items or funds received by the Deposit Account Bank for the Assignor’s account will be credited to said Deposit Accounts specified in paragraph (e) above or to any other Deposit Accounts hereafter established by the Deposit Account Bank for the Assignor in accordance with this Agreement. (g) The Assignor Deposit Account Bank will promptly notify the Collateral Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.

Representations, Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to the Collateral Agent thatAgent: (a) The Deposit Account Bank constitutes a “bank” (as defined in Section 9-102 of the UCC), that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of each Deposit Account maintained by the Assignor with the Deposit Accounts Account Bank shall be the State of New York. (b) The Deposit Account Bank shall not permit the any Assignor to establish any demand, time, savings, passbook or other account with itit which does not constitute a “deposit account” (as defined in Section 9-102 of the UCC). (c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York govern secured transactions relating to the Deposit Account Accounts and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-9- 304 of the UCC in respect of the Deposit Account Accounts is New York. The Deposit Account Bank will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304 of the UCC is other than a jurisdiction other than the State of New Yorkpermitted pursuant to preceding clause (a). Copies of all All account agreements in respect of the each Deposit Accounts Account in existence on the date hereof are listed on Annex A hereto and copies of all such account agreements have been furnished to the Collateral Agent. The Deposit Account Bank will promptly furnish to the Collateral Agent a copy of the account agreement for each Deposit Account hereafter established by the Deposit Account Bank for the Assignor. (d) The Deposit Account Bank has not entered, entered and will not enter, into any agreement with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the any Deposit Accounts Account or other dealings with the any Deposit Accounts Account or other of the Collateral. (e) On the date hereof the Deposit Account Bank maintains no deposit account (as defined in Section 9-102 of the UCC) Deposit Accounts for the Assignor other than the Deposit AccountAccounts specifically identified in Annex A hereto. (f) Any items or funds received by the Deposit Account Bank for the Assignor’s account will be credited to said Deposit Accounts specified in paragraph (e) above or to any other Deposit Accounts hereafter established by the Deposit Account Bank for the Assignor in accordance with this Agreement. (g) The Assignor Deposit Account Bank will promptly notify the Collateral Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.

Representations, Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to the Collateral Agent that: (a) The Deposit Account Bank constitutes a “bank” (as defined in Section 9-102 of the UCC), that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of each Deposit Account maintained by the Assignor with the Deposit Accounts Account Bank shall be one or more States within the State of New YorkUnited States. (b) The Deposit Account Bank shall not permit the any Assignor to establish any demand, time, savings, passbook or other account with itit which does not constitute a “deposit account” (as defined in Section 9-102 of the UCC). (c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York govern secured transactions relating to the Deposit Account Accounts and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-304 of the UCC in respect of the Deposit Account Accounts is New York. The Deposit Account Bank will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304 of the UCC is other than a jurisdiction other than the State of New Yorkpermitted pursuant to preceding clause (a). Copies of all All account agreements in respect of the each Deposit Accounts Account in existence on the date hereof are listed on Annex A hereto and copies of all such account agreements have been furnished to the Collateral Agent. The Deposit Account Bank will promptly furnish to the Collateral Agent a copy of the account agreement for each Deposit Account hereafter established by the Deposit Account Bank for the Assignor. (d) The Deposit Account Bank has not entered, entered and will not enter, into any agreement with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the any Deposit Accounts Account or other dealings with the any Deposit Accounts Account or other of the Collateral. (e) On the date hereof the Deposit Account Bank maintains no deposit account (as defined in Section 9-102 of the UCC) Deposit Accounts for the Assignor other than the Deposit AccountAccounts specifically identified in Annex A hereto. (f) Any items or funds received by the Deposit Account Bank for the Assignor’s account will be credited to said Deposit Accounts specified in paragraph (e) above or to any other Deposit Accounts hereafter established by the Deposit Account Bank for the Assignor in accordance with this Agreement. (g) The Assignor Deposit Account Bank will promptly notify the Collateral Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.

Representations, Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to the Collateral Agent that: (a) The Deposit Account Bank constitutes a “bank” (as defined in Section 9-102 of the UCC), that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of each Deposit Account maintained by the Assignor with the Deposit Accounts Account Bank shall be one or more States within the State of New YorkUnited States. (b) The Deposit Account Bank shall not permit the Assignor to establish any demand, time, savings, passbook or other account with itit which it does not constitute a Deposit Account (as defined in Section 9-102 of the UCC). (c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York govern secured transactions relating to the Deposit Account Accounts and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-304 of the UCC in respect of the Deposit Account Accounts is New York. The Deposit Account Bank will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304 of the UCC is other than a jurisdiction other than the State of New Yorkpermitted pursuant to preceding clause (a). Copies of all All account agreements in respect of the each Deposit Accounts Account in existence on the date hereof are listed on Annex A hereto and copies of all such account agreements have been furnished to the Collateral Agent. The Deposit Account Bank will promptly furnish to the Collateral Agent a copy of the account agreement for each Deposit Account hereafter established by the Deposit Account Bank for the Assignor. (d) The Deposit Account Bank has not entered, entered and will not enter, into any agreement with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the any Deposit Accounts Account or other dealings with the any Deposit Accounts Account or other of the Collateral. (e) On the date hereof the Deposit Account Bank maintains no deposit account (as defined in Section 9-102 of the UCC) Deposit Accounts for the Assignor other than the Deposit AccountAccounts specifically identified in Annex A hereto. (f) Any items or funds received by the Deposit Account Bank for the Assignor’s account will be credited to said Deposit Accounts specified in paragraph (e) above or to any other Deposit Accounts hereafter established by the Deposit Account Bank for the Assignor in accordance with this Agreement. (g) The Assignor Deposit Account Bank will promptly notify the Collateral Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.

Representations, Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to each of the Collateral First Priority Agent thatand the Second Priority Agent: (a) The Deposit Account Bank constitutes a “bank” (as defined in Section 9-102 of the UCC), that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of each Deposit Account maintained by the Assignor with the Deposit Accounts Account Bank shall be the State of New York. (b) The Deposit Account Bank shall not permit the any Assignor to establish any demand, time, savings, passbook or other account with itit which does not constitute a “deposit account” (as defined in Section 9-102 of the UCC). (c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York govern secured transactions relating to the Deposit Account Accounts and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-9- 304 of the UCC in respect of the Deposit Account Accounts is New York. The Deposit Account Bank will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304 of the UCC is other than a jurisdiction other than the State of New Yorkpermitted pursuant to preceding clause (a). Copies of all All account agreements in respect of the each Deposit Accounts Account in existence on the date hereof are listed on Annex A hereto and copies of all such account agreements have been furnished to each of the First Priority Agent and the Second Priority Agent. The Deposit Account Bank will promptly furnish to the Collateral AgentAgent a copy of the account agreement for each Deposit Account hereafter established by the Deposit Account Bank for the Assignor. (d) The Deposit Account Bank has not entered, entered and will not enter, into any agreement with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the any Deposit Accounts Account or other dealings with the any Deposit Accounts Account or other of the Collateral. (e) On the date hereof the Deposit Account Bank maintains no deposit account (as defined in Section 9-102 of the UCC) Deposit Accounts for the Assignor other than the Deposit AccountAccounts specifically identified in Annex A hereto. (f) Any items or funds received by the Deposit Account Bank for the Assignor’s account will be credited to said Deposit Accounts specified in paragraph (e) above or to any other Deposit Accounts hereafter established by the Deposit Account Bank for the Assignor in accordance with this Agreement. (g) The Assignor Deposit Account Bank will promptly notify each of the Collateral First Priority Agent and the Second Priority Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.

Representations, Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to the First-Lien Collateral Agent and the Second-Lien Collateral Agent and hereby agrees that: (a) The Deposit Account Bank constitutes a “bank” (as defined in Section 9-102 of the UCC), that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of each Deposit Account maintained by the Assignor with the Deposit Accounts shall be the State of New YorkAccount Bank is . (b) The Deposit Account Bank shall not permit the any Assignor to establish any demand, time, savings, passbook or other account with itit which does not constitute a “deposit account” (as defined in Section 9-102 of the UCC). (c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York govern secured transactions relating to the Deposit Account and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-304 of the UCC in respect of the Deposit Account is New York. The Deposit Account Bank will not, without the prior written consent of each of the First-Lien Collateral Agent and the Second-Lien Collateral Agent’s prior written consent, amend any such account agreement between it and the Assignor governing any Deposit Account so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304 of the UCC is a jurisdiction other than the State of New Yorkjurisdiction specified in the preceding clause (a). Copies of all All account agreements in respect of the each Deposit Accounts Account in existence on the date hereof are listed on Annex F hereto and copies of all such account agreements have been furnished to the First-Lien Collateral Agent and the Second-Lien Collateral Agent. The Deposit Account Bank will promptly furnish to the First-Lien Collateral Agent and the Second-Lien Collateral Agent a copy of the account agreement for each Deposit Account hereafter established by the Deposit Account Bank for the Assignor. (d) The Deposit Account Bank has not entered, entered and will not enter, into any agreement with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the any Deposit Accounts Account or other dealings with the any Deposit Accounts Account or other of the Collateral. (e) On the date hereof hereof, the Deposit Account Bank maintains no deposit account (as defined in Section 9-102 of the UCC) Deposit Accounts for the Assignor other than the Deposit AccountAccounts specifically identified in Annex F hereto. (f) Any items or funds received by the Deposit Account Bank for the Assignor’s account will be credited to said Deposit Accounts specified in paragraph (e) above or to any other Deposit Accounts hereafter established by the Deposit Account Bank for the Assignor in accordance with this Agreement. (g) The Assignor Deposit Account Bank will promptly notify the First-Lien Collateral Agent and the Second-Lien Collateral Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.

Representations, Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to the Collateral Agent that: (a) The Deposit Account Bank constitutes a “bank” (as defined in Section 9-102 of the UCC), that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of each Deposit Account maintained by the Assignor with the Deposit Accounts Account Bank shall be one or more States within the State of New YorkUnited States. (b) The Deposit Account Bank shall not permit the any Assignor to establish any demand, time, savings, passbook or other account with itit which it does not constitute a “deposit account” (as defined in Section 9-102 of the UCC). (c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York 2 govern secured transactions relating to the Deposit Account Accounts and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-304 of the UCC in respect of the Deposit Account Accounts is New York. .3 The Deposit Account Bank will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304 of the UCC is other than a jurisdiction other than the State of New Yorkpermitted pursuant to preceding clause (a). Copies of all All account agreements in respect of the each Deposit Accounts Account in existence on the date hereof are listed on Annex A hereto and copies of all such account agreements have been furnished to the Collateral Agent. (d) . The Deposit Account Bank has not entered, and will not enter, into any agreement with any other Person by which Borrower or the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the Deposit Accounts or other dealings with the Deposit Accounts or other of the Collateral. (e) On the date hereof the Deposit Account Bank maintains no deposit account (as defined in Section 9-102 of the UCC) for the Assignor other than the Deposit Account. (f) Any items or funds received by the Deposit Account Bank for the Assignor’s account will be credited to the Deposit Account Bank for the Assignor in accordance with this Agreement. (g) The Assignor will promptly notify furnish to the Collateral Agent a copy of the account agreement for each Deposit Account hereafter established by the Deposit Account Bank for the Assignor (which notice shall specify Assignor. 1 If the account number of such respective Deposit Account and Bank is unwilling to agree to this paragraph, or substantially similar terms reasonably acceptable to the location at which Collateral Agent, then the Collateral Agent may take the actions described in Section 3.9 of the Security Agreement. If the Deposit Account is maintained)Bank does not agree to subordinations, and each such new its security interests in the Deposit Account shall be subject to Accounts maintained with it will have priority over the terms Collateral Agent’s security interests therein under Section 9-327 of this Agreement in all respectsRevised Article 9.

Representations, Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to the Collateral Agent that: (a) The Deposit Account Bank constitutes a “"bank” " (as defined in Section 9-102 of the UCC), that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of the Deposit Accounts shall be the State of New York. (b) The Deposit Account Bank shall not permit the Assignor any Grantor to establish any demand, time, savings, passbook or other account with itit which does not constitute a "deposit account" (as defined in Section 9-102 of the UCC). (c) The Deposit Account Bank will not, without the Collateral Agent's prior written consent, amend any account agreements agreement between the Deposit Account Bank and the Assignor Grantor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York govern secured transactions relating to the Deposit (an "Existing Account and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-304 of the UCC in respect of the Deposit Account is New York. The Deposit Account Bank will not, without the Collateral Agent’s prior written consent, amend any such account agreement Agreement") so that the Deposit Account Bank’s 's jurisdiction for purposes of Section 9-304 of the UCC is a jurisdiction other than the State of New YorkYork (after giving effect to Section 6 hereof). Copies of all account agreements All Existing Account Agreements in respect of the each Deposit Accounts Account in existence on the date hereof are listed on Annex A hereto and copies of all Existing Account Agreements have been furnished to the Collateral Agent. The Deposit Account Bank will promptly furnish to the Collateral Agent a copy of the account agreement for each Deposit Account hereafter established by the Deposit Account Bank for the Grantor. (d) The Deposit Account Bank has not entered, entered and will not enter, into any agreement with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the any Deposit Accounts Account or other dealings with the any Deposit Accounts Account or other of the Collateral. (e) On the date hereof the Deposit Account Bank maintains no deposit account (as defined in Section 9-102 of the UCC) Deposit Accounts for the Assignor Grantor other than the Deposit AccountAccounts specifically identified in Annex A hereto. (f) Any items or funds received by the Deposit Account Bank for the Assignor’s Grantor's account will be credited to said Deposit Accounts specified in paragraph (e) above or to any other Deposit Accounts hereafter established by the Deposit Account Bank for the Assignor Grantor in accordance with this Agreement. (g) The Assignor Deposit Account Bank will promptly notify the Collateral Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor Grantor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.

Representations, Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to the Collateral Agent that: (a) The Deposit Account Bank constitutes a “bank” (as defined in Section 9-102 of the UCC), ) and that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of each Deposit Account maintained by the Assignor with the Deposit Accounts Account Bank shall be one or more States within the State of New YorkUnited States. (b) The Deposit Account Bank shall not permit the any Assignor to establish any demand, time, savings, passbook or other account with itit which it does not constitute a “deposit account” (as defined in Section 9-102 of the UCC). (c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York govern secured transactions relating to the Deposit Account Accounts and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-304 of the UCC in respect of the Deposit Account Accounts is New York. The Deposit Account Bank will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304 of the UCC is other than a jurisdiction other than the State of New Yorkpermitted pursuant to preceding clause (a). Copies of all All account agreements in respect of the each Deposit Accounts Account in existence on the date hereof are listed on Annex A hereto and copies of all such account agreements have been furnished to the Collateral Agent. The Deposit Account Bank will promptly furnish to the Collateral Agent a copy of the account agreement for each Deposit Account hereafter established by the Deposit Account Bank for the Assignor. (d) The Deposit Account Bank has not entered, entered and will not enter, into any agreement with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the any Deposit Accounts Account or other dealings with the any Deposit Accounts Account or other of the Collateral. (e) On the date hereof hereof, the Deposit Account Bank maintains no deposit account Perfected Deposit Accounts (as defined in Section 9-102 of the UCCSecurity Agreement) for the Assignor other than the Deposit AccountAccounts specifically identified in Annex A hereto. (f) Any items or funds received by the Deposit Account Bank for the Assignor’s account Deposit Accounts will be credited to the said Deposit Account Bank for the Assignor Accounts in accordance with this Agreement. (g) The Assignor will promptly notify the Collateral Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.

Representations, Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to the Collateral Agent (for the benefit of the Secured Creditors under, and as defined in, the Security Agreement) and hereby agrees that: (a) The Deposit Account Bank constitutes a “bank” (as defined in Section 9-102 of the UCC), ) and that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of each Deposit Account maintained by the Assignor with the Deposit Accounts shall be the State of New YorkAccount Bank is . (b) The Deposit Account Bank shall not permit the any Assignor to establish any demand, time, savings, passbook or other account with itit which does not constitute a “deposit account” (as defined in Section 9-102 of the UCC). (c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York govern secured transactions relating to the Deposit Account and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-304 of the UCC in respect of the Deposit Account is New York. The Deposit Account Bank will not, without the prior written consent of the Collateral Agent’s prior written consent, amend any such account agreement between it and the Assignor governing any Deposit Account so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304 of the UCC is a jurisdiction other than the State of New Yorkjurisdiction specified in the preceding clause (a). Copies of all All account agreements in respect of the each Deposit Accounts Account in existence on the date hereof are listed on Annex F hereto and copies of all such account agreements have been furnished to the Collateral Agent. The Deposit Account Bank will promptly furnish to the Collateral Agent a copy of the account agreement for each Deposit Account hereafter established by the Deposit Account Bank for the Assignor. (d) The Deposit Account Bank has not entered, entered and will not enter, into any agreement with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the any Deposit Accounts Account or other dealings with the any Deposit Accounts Account or other of the Collateral. (e) On the date hereof hereof, the Deposit Account Bank maintains no deposit account (as defined in Section 9-102 of the UCC) Deposit Accounts for the Assignor other than the Deposit AccountAccounts specifically identified in Annex F hereto. (f) Any items or funds received by the Deposit Account Bank for the Assignor’s account will be credited to said Deposit Accounts specified in paragraph (e) above or to any other Deposit Accounts hereafter established by the Deposit Account Bank for the Assignor in accordance with this Agreement. (g) The Assignor Deposit Account Bank will promptly notify the Collateral Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor (which notice shall specify the account number of such Deposit Account and the location at ANNEX G Page 4 which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.

Representations, Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to the Collateral Agent that: (a) The Deposit Account Bank constitutes a “bank” (as defined in Section 9-102 of the UCC), that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of each Deposit Account maintained by the Assignor with the Deposit Accounts Account Bank shall be one or more States within the State of New YorkUnited States. (b) The Deposit Account Bank shall not permit the any Assignor to establish any demand, time, savings, passbook or other account with itit which does not constitute a “deposit account” (as defined in Section 9-102 of the UCC). (c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York govern secured transactions relating to the Deposit Account Accounts and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-304 of the UCC in respect of the Deposit Account Accounts is New York. The Deposit Account Bank will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304 of the UCC is other than a jurisdiction other than the State of New Yorkpermitted pursuant to preceding clause (a). Copies of all All account agreements in respect of the each Deposit Accounts Account in existence on the date hereof are listed on Annex A hereto and copies of all such account agreements have been furnished to the Collateral Agent. The Deposit Account Bank will promptly furnish to the Collateral Agent a copy of the account agreement for each Deposit Account hereafter established by the Deposit Account Bank for the Assignor. (d) The Deposit Account Bank has not entered, entered and will not enter, into any agreement agree­ment with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the any Deposit Accounts Account or other dealings with the any Deposit Accounts Account or other of the Collateral. (e) On the date hereof the Deposit Account Bank maintains no deposit account (as defined in Section 9-102 of the UCC) for the Assignor other than the Deposit Account. (f) Any items or funds received by the Deposit Account Bank for the Assignor’s account will be credited to the Deposit Account Bank for the Assignor in accordance with this Agreement. (g) The Assignor will promptly notify the Collateral Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.

Representations, Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to the Collateral Agent that: (a) The Deposit Account Bank constitutes a “"bank” " (as defined in Section 9-102 of the UCC), that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of each Deposit Account maintained by the Assignor with the Deposit Accounts Account Bank shall be one or more States within the State of New YorkUnited States. (b) The Deposit Account Bank shall not permit the Assignor to establish any demand, time, savings, passbook or other account with itit which does not constitute a "deposit account" (as defined in Section 9-102 of the UCC). (c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York ______________ govern secured transactions relating to the Deposit Account Accounts and that the Deposit Account Bank’s “'s "jurisdiction” " for purposes of Section 9-304 of the UCC in respect of the Deposit Account Accounts is New York___________________. The Deposit Account Bank will not, without the Collateral Agent’s 's prior written consent, amend any such account agreement so that the Deposit Account Bank’s 's jurisdiction for purposes of Section 9-304 of the UCC is other than a jurisdiction other than the State of New Yorkpermitted pursuant to preceding clause (a). Copies of all All account agreements in respect of the each Deposit Accounts Account in existence on the date hereof are listed on Annex A hereto and copies of all such account agreements have been furnished to the Collateral Agent. The Deposit Account Bank will promptly furnish to the Collateral Agent a copy of the account agreement for each Deposit Account hereafter established by the Deposit Account Bank for the Assignor. (d) The Deposit Account Bank has not entered, entered and will not enter, into any agreement with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the any Deposit Accounts Account or other dealings with the any Deposit Accounts Account or other of the Collateral. (e) On the date hereof the Deposit Account Bank maintains no deposit account (as defined in Section 9-102 of the UCC) Deposit Accounts for the Assignor other than the Deposit AccountAccounts specifically identified in Annex A hereto. (f) Any items or funds received by the Deposit Account Bank for the Assignor’s 's account will be credited to said Deposit Accounts specified in paragraph (e) above or to any other Deposit Accounts hereafter established by the Deposit Account Bank for the Assignor in accordance with this Agreement. (g) The Assignor will promptly notify the Collateral Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.

Representations, Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to the Collateral Agent that: (a) The Deposit Account Bank constitutes a “bank” (as defined in Section 9-102 of the UCC), that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of each Deposit Account maintained by the Assignor with the Deposit Accounts Account Bank shall be one or more States within the State of New YorkUnited States. (b) The Deposit Account Bank shall not permit the any Assignor to establish any demand, time, savings, passbook or other account with itit which does not constitute a “deposit account” (as defined in Section 9-102 of the UCC). (c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York govern secured transactions relating to the Deposit Account Accounts and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-304 of the UCC in respect of the Deposit Account Accounts is New York. The Deposit Account Bank will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304 of the UCC is other than a jurisdiction other than the State of New Yorkpermitted pursuant to preceding clause (a). Copies of all account agreements in respect of Upon request, the Deposit Accounts in existence on the date hereof have been furnished Account Bank will promptly furnish to the Collateral AgentAgent a copy of the account agreement for each Deposit Account hereafter established by the Deposit Account Bank for the Assignor. (d) The Deposit Account Bank has not entered, entered and will not enter, into any agreement with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the any Deposit Accounts Account or other dealings with the any Deposit Accounts Account or other of the Collateral. (e) On the date hereof the Deposit Account Bank maintains no deposit account (as defined in Section 9-102 of the UCC) Deposit Accounts for the Assignor other than the Deposit AccountAccounts specifically identified in Schedule I hereto. (f) Any items or funds received by the Deposit Account Bank for the Assignor’s account will be credited to said Deposit Accounts specified in paragraph (e) above or to any other Deposit Accounts hereafter established by the Deposit Account Bank for the Assignor in accordance with this Agreement. (g) The Assignor Deposit Account Bank will promptly notify the Collateral Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.

Representations, Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to the Collateral Agent that: (a) The Deposit Account Bank constitutes a “bank” (as defined in Section 9-102 of the UCC), ) and that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of each Deposit Account maintained by the Assignor with the Deposit Accounts Account Bank shall be one or more States within the State of New YorkUnited States. (b) The Deposit Account Bank shall not permit the any Assignor to establish any demand, time, savings, passbook or other account with itit which it does not constitute a Deposit Account (as defined in Section 9-102 of the UCC). (c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York govern secured transactions relating to the Deposit Account Accounts and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-304 of the UCC in respect of the Deposit Account Accounts is New York. The Deposit Account Bank will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304 of the UCC is other than a jurisdiction other than the State of New Yorkpermitted pursuant to preceding clause (a). Copies of all All account agreements in respect of the each Deposit Accounts Account in existence on the date hereof are listed on Annex A hereto and copies of all such account agreements have been furnished to the Collateral Agent. The Deposit Account Bank will promptly furnish to the Collateral Agent a copy of the account agreement for each Deposit Account hereafter established by the Deposit Account Bank for the Assignor. (d) The Deposit Account Bank has not entered, entered and will not enter, into any agreement with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the any Deposit Accounts Account or other dealings with the any Deposit Accounts Account or other of the Collateral. . (e) On the date hereof hereof, the Deposit Account Bank maintains no deposit account (as defined in Section 9-102 of the UCC) Deposit Accounts for the Assignor other than the Deposit AccountAccounts specifically identified in Annex A hereto. (f) Any items or funds received by the Deposit Account Bank for the Assignor’s account will be credited to the Deposit Account Bank for the Assignor in accordance with this Agreement. (g) The Assignor will promptly notify the Collateral Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.

Representations, Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to the Collateral Agent that: (a) The Deposit Account Bank constitutes a “bank” (as defined in Section 9-102 of the UCC), that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of each Deposit Account maintained by the Assignor with the Deposit Accounts Account Bank shall be one or more States within the State of New YorkUnited States. (b) The Deposit Account Bank shall not permit the any Assignor to establish any demand, time, savings, passbook or other account with itit which does not constitute a “deposit account” (as defined in Section 9-102 of the UCC). (c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York govern secured transactions relating to the Deposit Account Accounts and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-9- 304 of the UCC in respect of the Deposit Account Accounts is New York. The Deposit Account Bank will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304 of the UCC is other than a jurisdiction other than the State of New Yorkpermitted pursuant to preceding clause (a). Copies of all account agreements in respect of Upon request, the Deposit Accounts in existence on the date hereof have been furnished Account Bank will promptly furnish to the Collateral AgentAgent a copy of the account agreement for each Deposit Account hereafter established by the Deposit Account Bank for the Assignor. (d) The Deposit Account Bank has not entered, entered and will not enter, into any agreement with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the any Deposit Accounts Account or other dealings with the any Deposit Accounts Account or other of the Collateral. (e) On the date hereof the Deposit Account Bank maintains no deposit account (as defined in Section 9-102 of the UCC) Deposit Accounts for the Assignor other than the Deposit AccountAccounts specifically identified in Schedule I hereto. (f) Any items or funds received by the Deposit Account Bank for the Assignor’s account will be credited to said Deposit Accounts specified in paragraph (e) above or to any other Deposit Accounts hereafter established by the Deposit Account Bank for the Assignor in accordance with this Agreement. (g) The Assignor Deposit Account Bank will promptly notify the Collateral Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.

Representations, Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to the Collateral Agent that: (a) The Deposit Account Bank constitutes a “bank” (as defined in Section 9-9- 102 of the UCC), that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of each Deposit Account maintained by the Assignor with the Deposit Accounts Account Bank shall be one or more States within the State of New YorkUnited States. (b) The Deposit Account Bank shall not permit the any Assignor to establish any demand, time, savings, passbook or other account with itit which does not constitute a “deposit account” (as defined in Section 9-102 of the UCC). (c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York 1 govern secured transactions relating to the Deposit Account Accounts and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-304 of the UCC in respect of the Deposit Account Accounts is New York. .2 The Deposit Account Bank will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304 of the UCC is other than a jurisdiction other than the State of New Yorkpermitted pursuant to preceding clause (a). Copies of all All account agreements in respect of the each Deposit Accounts Account in existence on the date hereof are listed on Annex A hereto and copies of all such account agreements have been furnished to the Collateral Agent. The Deposit Account Bank will promptly furnish to the Collateral Agent a copy of the account agreement for each Deposit Account hereafter established by the Deposit Account Bank for the Assignor. (d) The Deposit Account Bank has not entered, entered and will not enter, into any agreement with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the any Deposit Accounts Account or other dealings with the any Deposit Accounts Account or other of the Collateral. 1 Inserted jurisdiction(s) must be consistent with requirements of preceding clause (a). 2 See footnote 1. (e) On the date hereof the Deposit Account Bank maintains no deposit account (as defined in Section 9-102 of the UCC) Deposit Accounts for the Assignor other than the Deposit AccountAccounts specifically identified in Annex A hereto. (f) Any items or funds received by the Deposit Account Bank for the Assignor’s account will be credited to said Deposit Accounts specified in paragraph (e) above or to any other Deposit Accounts hereafter established by the Deposit Account Bank for the Assignor in accordance with this Agreement. (g) The Assignor Deposit Account Bank will promptly notify the Collateral Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.

Representations, Warranties and Covenants of Deposit Account Bank. (1) If the respective Deposit Account Bank is unwilling to agree to this paragraph, then the Collateral Agent may take the action described in Section 4.28 of the Security Agreement. The Deposit Account Bank represents and warrants to the Collateral Agent that: (a) All account agreements in respect of each Deposit Account in existence on the date hereof are listed on Annex A hereto and copies of all such account agreements have been furnished to the Collateral Agent. The Deposit Account Bank constitutes will promptly furnish to the Collateral Agent a “bank” (as defined in Section 9-102 copy of the UCC), that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of account agreement for each Deposit Account hereafter established by the Deposit Account Bank for purposes of the Deposit Accounts shall be the State of New YorkObligor. (b) The Deposit Account Bank shall not permit the Assignor to establish any other account with it. (c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York govern secured transactions relating to the Deposit Account and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-304 of the UCC in respect of the Deposit Account is New York. The Deposit Account Bank will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304 of the UCC is a jurisdiction other than the State of New York. Copies of all account agreements in respect of the Deposit Accounts in existence on the date hereof have been furnished to the Collateral Agent. (d) The Deposit Account Bank has not entered, entered and will not enter, into any agreement with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the any Deposit Accounts Account or other dealings with the any Deposit Accounts Account or other of the Collateral. (ec) On the date hereof the Deposit Account Bank maintains no deposit account (as defined in Section 9-102 of the UCC) Deposit Accounts for the Assignor Obligor other than the Deposit AccountAccounts specifically identified in Annex A hereto. (fd) Any items or funds received by the Deposit Account Bank for the AssignorObligor’s account will be credited to said Deposit Accounts specified in paragraph (c) above or to any other Deposit Accounts hereafter established by the Deposit Account Bank for the Assignor Obligor in accordance with this Agreement. (ge) The Assignor Deposit Account Bank will promptly notify the Collateral Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor Obligor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.

Representations, Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to the Collateral Agent that: (a) The Deposit Account Bank constitutes a “bank” (as defined in Section 9-102 of the UCC), that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of the Deposit Accounts shall be the State of New York. (b) The Deposit Account Bank shall not permit the Assignor to establish any other account with it. (c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York govern secured transactions relating to the Deposit Account and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-304 of the UCC in respect of the Deposit Account is New York. The Deposit Account Bank will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304 of the UCC is a jurisdiction other than the State of New York. Copies of all account agreements in respect of the Deposit Accounts in existence on the date hereof have been furnished to the Collateral Agent.. ​ (d) The Deposit Account Bank has not entered, and will not enter, into any agreement agree­ment with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the Deposit Accounts or other dealings with the Deposit Accounts or other of the Collateral. (e) On the date hereof the Deposit Account Bank maintains no deposit account (as defined in Section 9-102 of the UCC) for the Assignor other than the Deposit Account. (f) Any items or funds received by the Deposit Account Bank for the Assignor’s account will be credited to the Deposit Account Bank for the Assignor in accordance with this Agreement. (g) The Assignor will promptly notify the Collateral Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.

Representations, Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to the Collateral Agent that: (a) The Deposit Account Bank constitutes a “bank” (as defined in Section 9-9- 102 of the UCC), that the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of each Deposit Account maintained by the Assignor with the Deposit Accounts Account Bank shall be one or more States within the State of New YorkUnited States. (b) The Deposit Account Bank shall not permit the any Assignor to establish any demand, time, savings, passbook or other account with itit which does not constitute a “deposit account” (as defined in Section 9-102 of the UCC). (c) The account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the Deposit Accounts provide, whether specifically or generally, that the laws of New York ___________1 govern secured transactions relating to the Deposit Account Accounts and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-304 of the UCC in respect of the Deposit Account Accounts is New York. ________.2 The Deposit Account Bank will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304 of the UCC is other than a jurisdiction other than the State of New Yorkpermitted pursuant to preceding clause (a). Copies of all All account agreements in respect of the each Deposit Accounts Account in existence on the date hereof are listed on Annex A hereto and copies of all such account agreements have been furnished to the Collateral Agent. The Deposit Account Bank will promptly furnish to the Collateral Agent a copy of the account agreement for each Deposit Account hereafter established by the Deposit Account Bank for the Assignor. (d) The Deposit Account Bank has not entered, entered and will not enter, into any agreement with any other Person by which the Deposit Account Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the any Deposit Accounts Account or other dealings with the any Deposit Accounts Account or other of the Collateral. 1 Inserted jurisdiction(s) must be consistent with requirements of preceding clause (a). 2 See footnote 1. (e) On the date hereof the Deposit Account Bank maintains no deposit account (as defined in Section 9-102 of the UCC) Deposit Accounts for the Assignor other than the Deposit AccountAccounts specifically identified in Annex A hereto. (f) Any items or funds received by the Deposit Account Bank for the Assignor’s account will be credited to said Deposit Accounts specified in paragraph (e) above or to any other Deposit Accounts hereafter established by the Deposit Account Bank for the Assignor in accordance with this Agreement. (g) The Assignor Deposit Account Bank will promptly notify the Collateral Agent of each Deposit Account hereafter established by the Deposit Account Bank for the Assignor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.