Common use of Cash Management Clause in Contracts

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower Each Loan Party shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services instruct all Account Debtors of such Loan Party to remit all payments in respect of any Account on which such Account Debtor is obligated to a type and on terms reasonably satisfactory “P.O. Box” or “Lockbox Address” associated with a deposit account subject to Agent at one or more of the banks set forth on Schedule 2.7(a) a Blocked Account Agreement (each, a “Cash Management BankPayment Account”), which remittances shall be collected by the depository institution at which such “P.O. Box” or “Lockbox Address” is maintained and shall request deposited in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management BankPayment Account, and (ii) except with respect to Excluded Accounts, Transition Accounts and the Operating Account, cause each deposit or cause account held by such Loan Party (including, without limitation, each Payment Account) to become subject to a Blocked Account Agreement pursuant to which (without limiting the terms thereof) all amounts on deposit and available at the close of each Business Day in such deposit account shall be swept to an account designated by the Collateral Agent (the “Collection Account”), with such sweep instructions to be deposited promptlyirrevocable unless otherwise agreed to by the Collateral Agent and (iii) cause the Operating Account to become subject to a Blocked Account Agreement pursuant to which (without limiting the terms thereof) the Collateral Agent may, upon the occurrence and in any event no later than during the first Business Day after continuance of an Event of Default, exercise full dominion over such account and sweep all funds on deposit therein to the date of receipt thereofCollection Account. Without limiting the foregoing, all of their Collections (including those sent directly amounts received by their Account Debtors to a Borrower or one any of its Subsidiaries) Subsidiaries in respect of any deposit account (or by the depository institution at which such account is held), in addition to all other cash received from any other source, shall upon receipt be deposited into a bank account in Agent’s name (a “Cash Management Account”) at one such deposit account. Each Loan Party agrees that it will not cause proceeds of the Cash Management Banks; provided that (i) the Borrower may keep up any deposit accounts to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accountsbe otherwise redirected. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all All collected amounts received in the applicable Cash Management Collection Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction shall be distributed and applied on a daily basis in accordance with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issuedSection 2.10(b). (c) So long as no Default If any cash or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that cash equivalents owned by any Loan Party (other than (i) such prospective Cash Management Bank shall be reasonably satisfactory de minimis cash or cash equivalents from time to Agenttime inadvertently misapplied by any Loan Party, and (ii) prior any funds which are held by any Borrower and any of their respective Subsidiaries on behalf of any customer in the ordinary course of business and (iii) any funds which are held by any Borrower and any of their respective Subsidiaries in an Excluded Account or, subject to the time terms of the opening of such Cash Management this Agreement, a Transition Account, Borrower (in each case, in the ordinary course of business) are deposited to any account, or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (held or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and invested in any event within 30 days of notice from manner, otherwise than in a deposit account subject to a Blocked Account Agreement in compliance with Section 5.12(a), then the Collateral Agent (or shall be entitled to require the applicable Loan Party to close such longer period as the Agent may reasonably agree; but account and have all funds therein transferred to an account subject to a Blocked Account Agreement in no event later than 60 days after compliance with Section 5.12(a), and to cause all future deposits to be made to such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentaccount. (d) The Cash Management Accounts Collection Account shall at all times be under the sole dominion and control of the Collateral Agent. Each Loan Party hereby acknowledges and agrees that (x) such Loan Party has no right of withdrawal from the Collection Account, (y) the funds on deposit in the Collection Account shall at all times continue to be collateral security for all of the obligations of the Loan Parties hereunder and under the other Loan Documents, and (z) the funds on deposit in the Collection Account shall be cash collateral accounts subject applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 5.12, any Loan Party receives or otherwise has dominion and control of any proceeds or collections required to Control Agreementsbe transferred to the Collection Account, such proceeds and collections shall be held in trust by such Loan Party for the Collateral Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall promptly be deposited into the Collection Account or dealt with in such other fashion as such Loan Party may be instructed by the Collateral Agent.

Cash Management. (a) Borrower Subject to Section 3.6(b), Borrowers shall and shall cause each of its their Restricted Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their Restricted Subsidiaries’ ' Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower Borrowers or one of its their Restricted Subsidiaries) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions (each, a "Cash Disposition Instruction"), originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by a Borrower or its SubsidiariesRestricted Subsidiary, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon at any time after which the instruction of Agent (an “Activation Instruction”), the so instructs such Cash Management Bank (a "Cash Sweep Instruction"), it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account until such time (if any) as Agent notifies it that the Cash Sweep Instruction is terminated pursuant to the last sentence of this Section 2.7(b); and (iv) if clause (iii) is not applicable, then Agent shall direct the Cash Management bank to immediately transfer all such amounts to Borrowers' Designated Account. Agent agrees not to may issue an Activation a Cash Sweep Instruction with respect to the or Cash Management Accounts unless Disposition Instruction only on or after any date that: an Event of Default has shall have occurred and is continuing at the time such Activation Instruction is issuedbe continuing. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its Restricted Subsidiary, as applicable) , and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower Borrowers (or its their Restricted Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 45 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 75 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Subject to Section 3.6(b), the Cash Management Accounts shall be cash collateral accounts subject to Control Agreements. (e) Notwithstanding anything to the contrary contained herein, Agent acknowledges that the Cash Management Accounts may contain from time to time Trust Funds (as defined below), which, by law,

Cash Management. Each of the Borrower and the Subsidiaries will: (a) Borrower shall maintain a current and shall cause each complete list of its Subsidiaries to all deposit accounts and securities accounts (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks type initially set forth on Schedule 2.7(a6.22) and (eachother than (a) accounts exclusively used for payroll, a “Cash Management Bank”), payroll taxes and shall request in writing other employee wage and otherwise take such reasonable steps benefit programs to ensure that all of its and its Subsidiaries’ Account Debtors forward payment or for the benefit of the amounts owed by them directly to such Cash Management BankBorrower’s or a Subsidiary’s employees, and (ii) deposit or cause to be deposited promptly, and which shall in any no event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 hold in the aggregate in accounts that are not subject more than the amount reasonably expected to meet such payroll expenses for the foregoing following calendar month, including bonuses and (ii) other payments to be paid within the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. following calendar month and (b) Each Cash Management Bank shall establish ▇▇▇▇▇ cash deposit accounts that contain an aggregate amount not in excess of $25,000 for any one account or $50,000 in the aggregate for all such accounts (the “Excluded Accounts”)) promptly deliver any updates to such list to the Lender; execute and maintain Cash Management Agreements with Agent and Borroweran “springing exclusive control” account control agreement for each such account (other than the Excluded Accounts), in form and substance reasonably acceptable to Agent. Each the Lender (each such Cash Management Agreement shall provideaccount, among a “Controlled Account”); and maintain each such account as a cash collateral account, with all cash, checks and other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition similar items of payment in such account securing payment of the funds Obligations (and in such Cash Management Account without further consent by which the Borrower and the Subsidiaries shall have granted a Lien to the Lender); (b) deposit promptly after the date of receipt thereof in accordance with prudent business practices all cash, checks, drafts or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights other similar items of setoff payment relating to or recoupment or constituting payments made in respect of any other claim against the applicable Cash Management Account other than for payment of its service fees and all accounts and other charges directly related rights and interests into Controlled Accounts except to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts extent permitted to be kept in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued.Excluded Accounts; (c) So long as no Default or at any time after the occurrence and during the continuance of an Event of Default has occurred Default, at the request of the Lender, promptly cause all payments constituting proceeds of accounts to be directed into lockbox accounts under agreements in form and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably substance satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agreeLender; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment.and (d) The Cash Management Accounts notwithstanding anything to the contrary, the Borrower shall be have no obligation to furnish to the Lender a deposit account control agreement as to the Borrower’s existing deposit account located at ▇▇▇▇▇ Fargo Bank, National Association, so long as (a) such account is closed within 6 months after the date hereof and (b) until such account is closed, substantially all of the cash collateral accounts subject contained in such account is swept to Control Agreementsa Controlled Account on each business day.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish The Borrowers, individually or through the Company, shall have each established and shall maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of lockboxes (each a "Lockbox") with financial institutions, including Wachovia, selected by the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), Company and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agentthe Agent (each a "Lockbox Bank") and shall instruct all account debtors on the Accounts of each Borrower to remit all payments to its respective Lockboxes. Each such Cash Management Agreement shall provideExcept for the De Minimus Accounts, among all amounts received by the Borrowers from any account debtor, in addition to all other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or cash received from any other claim against source including but not limited to proceeds from asset sales and judgments, shall be promptly deposited into the applicable Cash Management Lockbox Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”as defined below), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that if an "Event of Default" under the Senior Secured Note Indenture (ias in effect on the date hereof) such prospective Cash Management Bank shall have occurred and be continuing, sale proceeds from the sale of Rental Machinery and Equipment shall be reasonably satisfactory permitted to Agent, and be transferred to the collateral agent for the Senior Secured Notes as such collateral agent shall direct. (ii) prior to Each Borrower, individually or through the time of Company, the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Agent and such prospective Cash Management each Lockbox Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any enter into three party agreements in the form of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (Exhibit I hereto or such longer period other form as the Agent may reasonably agree; but shall approve (each a "Lockbox Agreement"), providing, among other things, for the following: (A) The Borrowers, individually or through the Company, will open and establish for the benefit of the Agent on behalf of the Lenders an account at each Lockbox Bank (each a "Lockbox Account"). Notwithstanding the foregoing, in no event later than 60 days after such notice is given) that lieu of establishing a Lockbox Account with Wachovia, the creditworthiness of any Wachovia Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period Collateral Account will serve as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank Borrowers' Lockbox Account with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement the Lockboxes opened with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentWachovia. (dB) All receipts held in the Lockboxes shall be remitted daily to the appropriate Lockbox Account. All funds deposited into the Lockbox Accounts on any Business Day shall be transferred to the Wachovia Cash Collateral Account. All good funds deposited on any Business Day to the Wachovia Cash Collateral Account shall be applied by the Agent on the following Business Day to reduce the then outstanding balance of the Revolving Loans and to pay accrued interest thereon and to pay any other outstanding Obligations which are then due and payable hereunder; provided that for the purpose of determining the availability of Revolving Loans hereunder, such funds deposited into the Wachovia Cash Collateral Account shall be deemed to have reduced the outstanding Revolving Loans on the Business Day such funds were deposited into such account. All amounts received directly by the Borrowers from any account debtor, in addition to all other cash received from any other source including but not limited to proceeds from asset sales and judgments (but excluding amounts in the De Minimus Accounts), shall be held in trust by the Borrowers and promptly deposited into the applicable Lockbox Account or, if made by wire transfer, directly to the Wachovia Cash Collateral Account. (iii) All funds deposited into the Wachovia Cash Collateral Account and the Wachovia Funding Account shall immediately become the property of the Agent and the Borrowers shall obtain the agreement by the Lockbox Banks to waive any offset or recoupment rights against, or any security interest in, the funds so deposited. Except as otherwise provided in the Credit Documents, the Agent assumes no responsibility for the Lockbox arrangements, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by the Lockbox Banks thereunder. (iv) The Cash Management Accounts shall be cash collateral accounts Borrowers may close Lockboxes and/or open new Lockboxes with the prior written consent of the Agent and subject to Control Agreementsprior execution and delivery to the Agent of Lockbox Agreements consistent with the provisions of this Section 2.4(b) and in form and substance satisfactory to the Agent and its counsel.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) prior to the Closing Date, establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks bank set forth on Schedule 2.7(a) (each, a “the "Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors and each of the other Obligors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) from and after the Closing Date, continue its historical practice of requiring each of its Subsidiaries to remit to Borrower all cash and Cash Equivalents of such Subsidiaries when the amount of cash and Cash Equivalents of each such Subsidiary, in the aggregate for each such Subsidiary equals $50,000 (other than amounts expected to be expended within the next 5 Business Days) and arrange to have such excess amounts remitted directly to the Cash Management Bank, and (iii) from and after the Closing Date, deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower the Cash Management Bank and excluding those resulting from a Permitted Disposition or one of its SubsidiariesPermitted Swap, which Collections shall be remitted to Agent in accordance with Section 2.2) into a bank account in Agent’s name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit AccountsBank. (b) Each The Cash Management Bank shall establish and maintain a Cash Management Agreements Agreement with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction receipt of written notice from Agent (an “Activation Instruction”), to the Cash Management Bank Bank, it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Anything contained herein into the contrary notwithstanding, Agent agrees that it shall not to issue an Activation Instruction with respect provide the above-described notice to the Cash Management Accounts Bank unless an and until a Triggering Event of Default has occurred and is continuing at a time when Advances or Letters of Credit are outstanding. Once a Triggering Event has occurred and is continuing at a time when Advances or Letters of Credit are outstanding, Agent shall be free to exercise its right to issue such notice and the time subsequent elimination of the subject Triggering Event shall not eliminate the effectiveness of such Activation Instruction is issuednotice. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrower is hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”)it will forward, the Cash Management Bank will forward by daily sweep sweep, all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Each Cash Management Accounts Account shall be a cash collateral accounts account subject to a Control AgreementsAgreement.

Cash Management. (a) Borrower Parent shall and shall cause each of its Subsidiaries Obligor to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesan Obligor) into a bank account in Agent’s name of such Obligor (each, a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) . Confidential treatment is being requested for portions of this document. This copy of the Borrower may keep up to $25,000 in document filed as an exhibit omits the aggregate in accounts that are not confidential information subject to the foregoing confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit AccountsExchange Commission. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrowerthe applicable Obligor, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (ia) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicablethe applicable Obligor, (iib) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iiic) upon the instruction of the Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an a Triggering Event of Default has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to promptly rescind an Activation Instruction (the “Rescission”) if: (x) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of this Agreement, and (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) the applicable Obligor and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement, in form and substance reasonably acceptable to Agent. Borrower (or its Subsidiaries, as applicable) Parent shall and shall cause each Obligor to close any of its Cash Management Accounts (and establish replacement cash management Cash Management Account accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Account Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment.; and (d) The Each Cash Management Accounts Account shall be a cash collateral accounts account subject to a Control AgreementsAgreement.

Cash Management. (a) Borrower Subject to Section 3.6(f), the Loan Parties shall and shall cause each of its their Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their respective Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower the Loan Parties or one of its their respective Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrowerthe applicable Loan Party, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower the applicable Loan Party or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (the applicable Loan Party or its Subsidiary, as applicable) , and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower The Loan Parties (or its their Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower Subject to Section 3.6(b), Borrowers shall and shall cause each of its their Restricted Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their Restricted Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower Borrowers or one of its their Restricted Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions (each, a “Cash Disposition Instruction”), originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by a Borrower or its SubsidiariesRestricted Subsidiary, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon at any time after which the instruction of Agent so instructs such Cash Management Bank (an a “Activation Cash Sweep Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account until such time (if any) as Agent notifies it that the Cash Sweep Instruction is terminated pursuant to the last sentence of this Section 2.7(b); and (iv) if clause (iii) is not applicable, then Agent shall direct the Cash Management bank to immediately transfer all such amounts to Borrowers’ Designated Account. Agent agrees not to may issue a Cash Sweep Instruction or Cash Disposition Instruction only on or after any date that: (x) an Activation Event of Default shall have occurred and be continuing or (y) the Borrowers’ average Excess Availability during any consecutive 30-day period is less than $10,000,000. Agent shall terminate a Cash Sweep Instruction with respect by issuing new instructions to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Bank within three (3) Business Days after Borrowers’ average Excess Availability during any consecutive 30-day period exceeds $10,000,000; provided, however, that in no event shall Agent be required to terminate a Cash Sweep Instruction is issuedmore than three (3) times during any consecutive twelve (12) month period. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its Restricted Subsidiary, as applicable) , and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower Borrowers (or its their Restricted Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 45 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 75 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements. (e) Notwithstanding anything to the contrary contained herein, Agent acknowledges that the Cash Management Accounts may contain from time to time Trust Funds (as defined below), which, by law, Borrowers and their Subsidiaries are required to collect and remit from time to time but which, pending such remittance, shall be contained or held in the Cash Management Accounts. Upon Agent’s delivery of a Cash Sweep Instruction, Cash Disposition Instruction or any other exercise of control by Agent under a Control Agreement or a Cash Management Agreement, Agent agrees to notify Borrowers and their Subsidiaries of such exercise (which notice may be by delivery of a copy of such Cash Sweep Instruction, if any). Upon receipt of such notice, Borrowers and their Subsidiaries shall send written notice to Agent certifying the type and amount of any Trust Funds contained or held in the Cash Management Accounts. Within 3 Business Days after receipt of such notice by Agent, Agent shall remit the amount of the Trust Funds to Borrowers and their Subsidiaries for payment to the appropriate Person; provided, that, during such 3 Business Day period, Agent shall have the right to ask for further clarification, verification or other supporting documentation with respect to any such type or amount certified by Borrowers or their Subsidiaries as constituting Trust Funds and Agent shall not be required to remit the amount of such Trust Funds so certified unless and until Agent is reasonably satisfied as to such clarification, verification or other supporting documentation. For the purposes of this Agreement, “Trust Funds” means all funds held by Borrowers and their Subsidiaries, as a fiduciary, all taxes required to be collected or withheld (including, without limitation, federal and state withholding taxes (including the employer’s share thereof), taxes owing to any governmental unit thereof, sales, use and excise taxes, customs duties, import duties and independent customs brokers’ charges), other taxes for which Borrowers and their Subsidiaries may become liable, and accrued and unpaid employee compensation (including salaries, wages, benefits and expense reimbursements).

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish All proceeds of assets of the Borrowers and maintain cash management services of any other amounts payable to any Borrower at any time, shall be deposited by such Borrowers into either (A) during the period prior to the ninetieth (90th) day after the Closing Date, a type and collection account designated as such on terms Schedule 5.31 established at a bank reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (eacheach such bank, a “Cash Management Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrowers and be acceptable to Agent or (B) a collection account established at PNC for the deposit of such proceeds (all such accounts in clauses (A) and (B), and the “Collection Accounts”). Each Borrower shall request in writing and otherwise take such reasonable steps deliver to ensure that all of its and its Subsidiaries’ Agent a Deposit Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerControl Agreement, in form and substance reasonably acceptable satisfactory to Agent. Each Agent in its Permitted Discretion, with respect to each Collection Account which shall be in “springing” form permitting Borrowers to access and use such Cash Management Agreement shall provideCollection Accounts unless and until a “notice of sole control” (such notice, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the similar notice described in any applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (control agreement an “Activation InstructionNotice”), the Cash Management Bank will forward ) is issued by daily sweep all amounts in the applicable Cash Management Account Agent to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and bank at which such Collection Account is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Accountmaintained; provided, howeverthat, Agent shall not issue such an Activation Notice except after the occurrence and during the continuance of a Dominion Event and shall revoke such Activation Notice if, subsequent thereto, the Dominion Period commenced by such Dominion Event shall have ended. Upon issuance of an Activation Notice, such Deposit Account Control Agreements shall provide that all available funds in each Collection Account will be transferred, on each Business Day, to Agent, either to any account maintained by Agent at such bank or by wire transfer to appropriate account(s) of Agent, and otherwise be in form and substance (iincluding as to the extent of offset and statutory lien rights) such prospective Cash Management Bank shall be reasonably satisfactory to Agent. All funds deposited in such Collection Accounts during the effectiveness of a Dominion Period shall immediately become the property of Agent and be applied to the outstanding Advances. Neither Agent nor any Lender assumes any responsibility for such collection account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank maintaining a Collection Account. (ii) prior Notwithstanding anything to the time of the opening of such Cash Management Account, Borrower (contrary herein or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Other Document, Borrowers shall ensure that Agent (or such longer period as does not receive, whether by deposit to the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Collection Accounts or Agent’s liability under otherwise, any Cash Management Agreement with such Cash Management Bank is no longer acceptable funds from any Customer located in Agent’s reasonable judgmenta Sanctioned Country. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of Within the banks time period set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not Collateral and Guarantee Requirement and subject to the foregoing Collateral and Guarantee Requirement, each Loan Party shall enter into Control Arrangements over each Deposit Account and Investment Account (iiother than any Excluded Account) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accountsmaintained by such Loan Party. (b) Each Cash Management Bank Commencing on June 30, 2019 (or such later date as the Administrative Agent shall establish and maintain Cash Management Agreements with Agent and Borroweragree in its reasonable discretion), in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement each Loan Party shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicableensure that all payments made to it are made directly to deposit accounts that are Controlled Deposit Accounts, (ii) the Cash Management Bank deposit any cash that it otherwise has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related receives from time to the administration of time into such Cash Management Account and for returned checks or other items of payment, Controlled Deposit Accounts and (iii) upon the instruction deposit all of its cash equivalents in securities accounts that are Controlled Securities Accounts. The Administrative Agent shall have (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction as applicable) springing control with respect to the Cash Management Controlled Deposit Accounts unless an Event of Default has occurred and pursuant to the Control Arrangements governing such accounts. The requirements set forth in this Section 5.16(b) shall not apply to cash that is continuing at the time such Activation Instruction is issuedpermitted to be held in Excluded Accounts or any cash or securities described in Section 5.10(g)(A)(viii). (c) No later than at the end of each Business Day, but solely during a Cash Dominion Period, each Controlled Deposit Account shall be swept into, and all amounts contained in such accounts shall be credited to, the Cash Collateral Account. (d) During a Cash Dominion Period, the Administrative Agent (at the direction of the Required Lenders) may apply all amounts on deposit in the Cash Collateral Account against the Obligations of the applicable Borrower that are then due and payable to the Agents, the Lenders and the other Secured Parties, in the order of application provided for in Section 2.16. So long as no Default or Event of Default has is continuing hereunder, the Administrative Agent (at the direction of the Required Lenders) may release funds in the Cash Collateral Account to the Controlled Deposit Account specified by the Lead Borrower on a daily basis. The Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any investment or income of any funds in the Cash Collateral Account. To the extent a Cash Dominion Period shall have occurred and is continuing, Borrower may amend Schedule 2.7(ano Loan Party and no Person claiming on behalf of or through any Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time (without the consent of the Required Lenders) prior to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) the cure, termination or waiver of such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and Dominion Period or (ii) prior to the time termination of all Commitments and the opening payment in full of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentall Obligations. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower Companies shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerCompanies, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) or (b) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Companies and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) Companies shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Companies are hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish All proceeds of assets of the Credit Parties and maintain cash management services of any other amounts payable to any Credit Party at any time, shall be deposited by such Credit Parties into either (A) a type and collection account designated as such on terms Schedule 5(a) to the Perfection Certificate established at a bank reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (eacheach such bank, a “Cash Management Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrowers and be acceptable to Agent or (B) a collection account established at PNC for the deposit of such proceeds (all such accounts in clauses (A) and (B), and the “Collection Accounts”). Each Credit Party shall request in writing and otherwise take such reasonable steps deliver to ensure that all of its and its Subsidiaries’ Agent on the Closing Date a Deposit Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerControl Agreement, in form and substance reasonably acceptable satisfactory to Agent. Each Agent in its Permitted Discretion, with respect to each Collection Account which shall be in “springing” form permitting Credit Parties to access and use such Cash Management Agreement shall provideCollection Accounts unless and until a “notice of sole control” (such notice, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the similar notice described in any applicable Cash Management Deposit Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (Control Agreement an “Activation InstructionNotice”), the Cash Management Bank will forward ) is issued by daily sweep all amounts in the applicable Cash Management Account Agent to the Agent’s Account. bank at which such Collection Account is maintained; provided, that, Agent agrees shall not to issue such an Activation Instruction with respect to Notice except upon the Cash Management Accounts unless occurrence and during the continuance of an Event of Default has occurred and is continuing at the time shall revoke such Activation Instruction is issued. (c) So long as no Default or Notice if, subsequent thereto, such Event of Default has occurred that was the basis of such Activation Notice shall have been waived in writing in accordance with the terms of this Agreement. Upon issuance of an Activation Notice, such Deposit Account Control Agreements shall provide that all available funds in each Collection Account will be transferred, on each Business Day, to Agent, either to any account maintained by Agent at such bank or by wire transfer to appropriate account(s) of Agent, and is continuing, Borrower may amend Schedule 2.7(aotherwise be in form and substance (including as to the extent of offset and statutory lien rights) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent. All funds deposited in such Collection Accounts during the continuance of an Event of Default shall immediately become the property of Agent and be applied to the outstanding Advances. Neither Agent nor any Lender assumes any responsibility for such collection account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank maintaining a Collection Account. (ii) prior Notwithstanding anything to the time of the opening of such Cash Management Account, Borrower (contrary herein or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Other Document, Credit Parties shall ensure that Agent (or such longer period as does not receive, whether by deposit to the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Collection Accounts or Agent’s liability under otherwise, any Cash Management Agreement with such Cash Management Bank is no longer acceptable funds from any Customer located in Agent’s reasonable judgmenta Sanctioned Country. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to to, or shall cause Servicer to, (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a2.6(a) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its Borrower’s and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that , (iiii) cause all payments for each sale or other disposition of one or more Notes Receivable or payment in full of one or more Notes Receivable in connection with the Borrower may keep up refinancing of such Note Receivable or the sale and release of the collateral securing such Note Receivable to $25,000 in be made by the aggregate in accounts that are not subject escrow company, title insurance company or refinancing lender or purchaser directly to a Cash Management Account by wire transfer or check drawn on the foregoing account of such escrow company or title insurance company or by cashier’s check, and (iiiv) until such time as a Cash Management Account is established, forward or cause to be forwarded no later than the requirements first Business Day after the date of receipt thereof, all of their Collections to Agent’s Account. Borrower shall, or shall cause Servicer to, request in this Section 2.7 or Section 4.7 shall not apply writing and otherwise take such reasonable steps to Excluded Deposit Accountsensure that all of Borrower’s and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them to Borrower directly to a Cash Management Account. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (it will forward, by an “Activation Instruction”)automatic daily sweep, the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a2.6(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the establishment of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements, and Borrower hereby grants a Lien in all Cash Management Accounts to Agent to secure payment of the Obligations.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) Within 10 days after the Closing Date (subject to any extension as may be agreed by the Agent), the Borrower shall establish and maintain cash management services of a type and on terms Designated Deposit Accounts in the Borrower’s name with one or more financial institutions selected by the Borrower, reasonably satisfactory to the Agent at one or more of and located in the banks set forth on Schedule 2.7(aUnited States (the “Collection Banks”). (ii) Within 90 days after the Closing Date (eachsubject to any extension as may be agreed by the Agent), a “the Borrower, the Agent and the Collection Banks will enter into Cash Management Bank”)Control Agreements with respect to all Designated Deposit Accounts then in existence, and shall request in writing thereafter will maintain, separate Cash Management Control Agreements with respect to all Designated Deposit Accounts and otherwise take such reasonable steps any other deposit account from time to ensure time owned by the Borrower; provided, that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to if such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day Control Agreements are not obtained within 90 days after the date of receipt thereofClosing Date (subject to any extension as may be agreed by the Agent), all of their Collections (including those sent directly by their Account Debtors the Borrower shall be required to Borrower move such Designated Deposit Accounts to the Agent or one of its Subsidiaries) into a bank account in Agent’s name (a “such other Collection Bank that has executed such Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit AccountsControl Agreements. (biii) Each Cash Management Bank The Borrower shall, or shall establish cause the Originators to, instruct all Account Debtors of the Borrower to remit all payments to a Designated Deposit Account. All amounts received by the Borrower and maintain Cash Management Agreements with Agent and Borrowerany Collection Bank, in form and substance reasonably acceptable respect of any Account, in addition to Agent. Each such Cash Management Agreement shall provide, among all other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or cash received from any other claim against source, shall promptly upon receipt be deposited or swept into a Designated Deposit Account. The Borrower may close deposit accounts at any Collection Bank and/or open new deposit accounts at any Collection Bank, subject (in the applicable Cash Management Account other than for payment case of its service fees and other charges directly related opening any new deposit account) to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent contemporaneous (or such longer period as the Agent may reasonably agree; but ) execution and delivery to the Agent of a Cash Management Control Agreement consistent with the provisions of this Section 2.21 and otherwise reasonably satisfactory to the Agent. (b) So long as no Dominion Period then exists in respect of which the Agent has delivered notice thereof as contemplated by the definition thereof, the Borrower shall be permitted to withdraw Cash and Cash Equivalents from Controlled Accounts to be used for working capital and general corporate purposes. If a Dominion Period exists and Agent has delivered notice thereof as contemplated by the definition thereof, all collected amounts held in the Controlled Accounts shall be applied as provided in Section 2.21(c). (c) Each Cash Management Control Agreement relating to a Controlled Account shall include provisions that allow, during any Dominion Period, for all collected amounts held in such Controlled Account from and after the date requested by the Agent to be sent by ACH or wire transfer or similar electronic transfer no event later less frequently than 60 days after such notice is givenonce per Business Day to one or more accounts maintained with the Agent (each, an “Agent Deposit Account”). Subject to the terms of the respective Security Document, during any Dominion Period, all amounts received in an Agent Deposit Account shall be applied (and allocated) that by the creditworthiness Agent on a daily basis in the following order: (i) first, (A) to the payment of any Cash Management Bank fees, indemnities, costs, expenses and other amounts due and payable to the Agent, in its capacity as such, under any of the Loan Documents and (B) to repay or prepay outstanding Loans advanced by the Agent on behalf of the Lenders pursuant to Section 2.1(c); (ii) second, to the extent all amounts referred to in preceding clause (i) have been paid in full, (A) to pay (on a ratable basis) all accrued and unpaid interest due and payable on the Loans and (B) to pay any fees, indemnities, costs, expenses and other amounts (other than principal) due and payable to the Lenders in their respective capacities as such, under any of the Loan Documents with respect to the Loans; (iii) third, to the extent all amounts referred to in preceding clauses (i) and (ii), inclusive, have been paid in full, to repay (on a ratable basis) the outstanding principal of Loans (whether or not then due and payable); (iv) fourth, to the extent all amounts referred to in preceding clauses (i) through (iii), inclusive, have been paid in full, to pay (on a ratable basis) all other outstanding Obligations then due and payable to the Secured Parties under any of the Loan Documents; and (v) fifth, to the extent all amounts referred to in preceding clauses (i) through (iv) inclusive, have been paid in full and so long as no Event of Default then exists, to be returned to the Borrower for the Borrower’s own account. Notwithstanding the foregoing, it is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable understood and in any event within 60 days of notice from Agent agreed that (or such longer period as I) all Controlled Accounts may be subject to Liens permitted by Section 6.3(f) (it being understood that the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank establish a Reserve with respect to Cash Management Accounts any such Lien if such Lien constitutes a First Priority Priming Lien) and (II) (x) if any fees are expressly permitted to be charged by the applicable bank or Agent’s liability under credit card or other merchant processor to the Borrower pursuant to the terms of any Cash Management Agreement with applicable agreement in connection therewith or (y) if any sales draft or sales transaction (or similar item) previously credited to a Controlled Account are returned to the applicable bank or processor, as applicable, such Cash Management Bank is no longer acceptable bank or processor may, in Agent’s reasonable judgmenteach case, to the fullest extent permitted by the applicable agreement or law, withdraw funds from such Controlled Account in the full amount of such fees or such returned item. (d) The Cash Management Accounts Subject to the terms and conditions of Section 9.3, all costs and expenses to effect the foregoing (including reasonable legal fees and disbursements of counsel) shall be cash collateral paid by the Borrower. (e) Agent agrees that immediately upon the termination of the Dominion Period it shall stop transferring amounts from the Controlled Accounts to accounts subject maintained with the Agent pursuant to Control Agreementsthis Section 2.21, and the Borrower shall be permitted to withdraw Cash and Cash Equivalents from Controlled Accounts to be used for Permitted Payments. (f) If at any time payment is received into any Designated Deposit Account or Controlled Account pursuant to Section 3.3 of the Sale Agreement, the Agent may, in its sole discretion, apply all such funds to the payment of any outstanding Obligations in accordance with Section 2.21(c) regardless of whether or not any Dominion Period then exists.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one Fleet National Bank, N.A. or more of such other bank which is satisfactory to Agent in its Permitted Discretion (the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”"CASH MANAGEMENT BANK"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s 's name (a “Cash Management Account”"CASH MANAGEMENT ACCOUNT") at one of the Cash Management Banks; provided Bank. Upon the request of Agent after the occurrence of an Event of Default, Borrower shall request in writing and otherwise take such reasonable steps to ensure that (i) all of its Account Debtors and Makers forward payment of the amounts owed by them to Borrower may keep up directly to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accountssuch Cash Management Bank. (b) Each The Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all available amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts Account shall be a cash collateral accounts subject account, with all cash, checks and similar items of payment in such account securing payment of the Obligations, and in which Borrower is hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower Parent and Borrowers shall and shall cause each of its their respective Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their respective Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower Borrowers or one of its their Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower Borrowers or its their Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its Subsidiary, as applicable) , and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower Borrowers (or its their Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Holdings and Borrower shall and shall cause each of its their respective Domestic Subsidiaries (to the extent such Subsidiaries have Deposit Accounts) to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Domestic Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to a Cash Management Account at such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Holdings, Borrower or one of its their respective Domestic Subsidiaries) into a bank account in Agent’s name subject to a Control Agreement (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements and Control Agreements with Agent and BorrowerHoldings, Borrower and their respective Domestic Subsidiaries (to the extent such Subsidiaries have Deposit Accounts), each in form and substance reasonably acceptable to AgentAgent pertaining to each Cash Management Account. Each such Cash Management Agreement and Control Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in Cash Management Accounts at such Cash Management Account Bank without further consent by Holdings, Borrower or its their respective Subsidiaries, as applicable, applicable and (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, payment or such other items approved by Agent. Each such Cash Management Agreement and (iii) Control Agreement shall also provide that upon the instruction receipt by the applicable Cash Management Bank of Agent Agent’s written instructions (an in each case, a “Activation InstructionSweep Notice”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to Accounts at such Cash Management Bank shall be swept into the Agent’s Account. Agent agrees Account (provided that solely during periods in which no Event of Default has occurred and is continuing, up to $2,000,000 in the aggregate of funds maintained in Deposit Accounts of Savvis Federal shall not be subject to issue an Activation Instruction with respect such sweep) and a standing instruction to the sweep daily all amounts in such Cash Management Accounts into the Agent’s Account shall be effective. Notwithstanding the preceding two sentences, no Sweep Notice shall be provided by the Agent unless (i) Excess Availability plus Qualified Cash held by a Bank Product Provider is less than $7,000,000 at any time or (ii) an Event of Default has occurred and is continuing continuing. There shall be no limit on the number of Sweep Notices Agent may deliver. No more than three (3) times in any 12 month period, Borrower may request in writing to terminate the daily sweep into the Agent’s Account (a “Sweep Termination Request”). Agent shall agree to end the daily sweep into the Agent’s Account if Borrower has provided sufficient evidence in the Sweep Termination Request that Excess Availability plus Qualified Cash held by a Bank Product Provider (i) exceeds $7,000,000 and no Event of Default is in existence on the date of the Sweep Termination Request and (ii) exceeded $7,000,000 at all times during the time such Activation Instruction is issuedmost-recent 30 day period. Nothing herein shall prevent Agent from delivering additional Sweep Notices subject to the terms of this Section 2.7(b) after a daily sweep has been terminated after the delivery of a Sweep Termination Request related to a previous Sweep Notice. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Holdings, Borrower (or its Subsidiary, as applicable) their applicable Subsidiary and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management AgreementAgreement and Control Agreement in accordance with clause (b) above. Holdings, Borrower (or its Subsidiaries, as applicable) their applicable Subsidiary shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower Loan Parties shall and shall cause each of its their Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, promptly all of their Collections (including those sent directly by their Account Debtors to Borrower Loan Parties or one of its their Subsidiaries) into a bank account in Agenta Loan Party’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to AgentLoan Parties. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower Loan Parties or its their Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower a Loan Party (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower Loan Parties (or its their Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Each Cash Management Accounts Account shall be a cash collateral accounts account subject to a Control AgreementsAgreement.

Cash Management. (a) Borrower Within thirty (30) days of the occurrence of a Specified Default, or immediately upon the occurrence of any other Cash Dominion Event, the Borrowers, upon the request of the Administrative Agent, shall and shall cause deliver to the Administrative Agent a schedule of all DDAs, that to the knowledge of the Responsible Officers of the Loan Parties, are maintained by the Loan Parties, which schedule includes, with respect to each of its Subsidiaries to depository (i) the name and address of such depository; (ii) the account number(s) maintained with such depository; and (iii) a contact person at such depository. (b) Annexed hereto as Schedule 2.18(b) is a list describing, as of the Closing Date, all arrangements to which any Loan Party is a party with respect to the payment to such Loan Party of the proceeds of all credit card and debit card charges for sales by such Loan Party. (c) To the extent not previously delivered, each Loan Party shall: (i) on or prior to the thirty (30) day anniversary of the Closing Date or such later date as the Administrative Agent shall agree in writing, deliver to the Collateral Agent notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and addressed to such Loan Party’s credit card and debit card clearinghouses and processors listed on Schedule 2.18(b); and (ii) on or prior to the ninety (90) day anniversary of the Closing Date or such later date as the Administrative Agent shall agree in writing, in its sole discretion (such date, the “Blocked Account Date”), enter into a blocked account agreement (each, a “Blocked Account Agreement”), reasonably satisfactory to the Administrative Agent, with any Blocked Account Bank with respect to the DDAs in which material amounts (as reasonably determined by the Administrative Agent) of funds of any of the Loan Parties from one or more DDAs are concentrated (excluding, for the avoidance of doubt, the Designated Account (as defined below) and ▇▇▇▇▇ cash, payroll, trust and tax withholding accounts subject to the limitations set forth in clause (d) below) (including those existing as of the Closing Date and listed on Schedule 2.18(c) attached hereto) (collectively, the “Material DDAs” and, to the extent, subject to a Blocked Account Agreement, collectively, the “Blocked Accounts”); provided that in the event that any DDA listed on Schedule 2.18(c) is not subject to a Blocked Account Agreement on or prior to Blocked Account Date, then not later than sixty (60) days after the Blocked Account Date or such later date as the Administrative Agent shall agree in writing, in its sole discretion, the Loan Parties shall cause any DDA which is not a Blocked Account to be closed and have all funds therein transferred to a Blocked Account, and all future deposits made to, a Blocked Account with the Collateral Agent or another Lender. (d) Each Credit Card Notification and Blocked Account Agreement entered into by a Loan Party shall require (after delivery of notice to the Blocked Account Bank from the Collateral Agent (which notice may be given during the continuance of a Cash Dominion Event)) the ACH or wire transfer on each Business Day (and whether or not there is then an outstanding balance in the Loan Account) of all available cash receipts (the “Cash Receipts”) (other than Uncontrolled Cash which may be deposited into a segregated DDA which the Lead Borrower designates in writing to the Administrative Agent as being the “Uncontrolled Cash Account”(the “Designated Account “)) to the concentration account maintained by the Administrative Agent at Bank of America (the “Concentration Account”), from: (i) the sale of Inventory and other Collateral (whether or not constituting a Prepayment Event, but excluding, until the Term Loan Facility is repaid in full, any Term Priority Collateral); (ii) all proceeds of collections of Accounts (whether or not constituting a Prepayment Event); (iii) all Net Proceeds on account of any Prepayment Event (other than, until the Term Loan Facility or any Permitted Refinancing thereof is repaid in full, a Prepayment Event arising in connection with the Term Priority Collateral); (iv) each Blocked Account (including all cash deposited therein from each DDA); and (v) the cash proceeds of all credit card and debit card charges. If any cash or Cash Equivalents owned by any Loan Party (other than (i) amounts on deposit in the Designated Account, which funds, shall not be funded from, or when withdrawn from the Designated Account, shall not be replenished by, funds constituting proceeds of Collateral so long as such Cash Dominion Event continues, (ii) ▇▇▇▇▇ cash accounts funded in the ordinary course of business, the deposits in which shall not aggregate more than $10,000,000 or exceed $2,000,000 with respect to any one account (or in each case, such greater amounts to which the Administrative Agent may agree in its sole discretion), and (iii) payroll, trust and tax withholding accounts funded in the ordinary course of business and required by Applicable Law) are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account (or a DDA which is swept daily to a Blocked Account), then (a) the Borrowers shall cause all funds in such accounts or so held or so invested to be transferred with such frequency as may be reasonably required by the Administrative Agent to a Blocked Account (or a DDA which is swept daily to a Blocked Account) and (b) the Collateral Agent may require the applicable Loan Party to close such account and have all funds therein transferred to a Blocked Account, and all future deposits made to a Blocked Account. In addition to the foregoing, during the continuance of a Cash Dominion Event, the Loan Parties shall provide the Collateral Agent with an accounting of the contents of the Blocked Accounts, which shall identify, to the reasonable satisfaction of the Collateral Agent, the proceeds from the Term Priority Collateral which were deposited into a Blocked Account and swept to the Concentration Account. Upon the receipt of (x) the contents of the Blocked Accounts, and (y) such accounting, the Collateral Agent agrees to promptly remit to the agent under the Term Loan Facility or any Permitted Refinancing thereof the proceeds of the Term Priority Collateral received by the Administrative Agent. (e) [Reserved]. (f) The Loan Parties may close Material DDAs or Blocked Accounts and/or open new Material DDAs or Blocked Accounts, subject to the execution and delivery to the Collateral Agent of appropriate Blocked Account Agreements (unless expressly waived by the Collateral Agent) consistent with the provisions of this SECTION 2.18 and otherwise reasonably satisfactory to the Collateral Agent. The Loan Parties shall furnish the Collateral Agent with prior written notice of their intention to open or close a Material DDA and the Collateral Agent shall promptly notify the Lead Borrower as to whether the Collateral Agent shall require a Blocked Account Agreement with the Person with whom such account will be maintained. Unless consented to in writing by the Collateral Agent, the Borrowers shall not enter into any agreements with credit card or debit card processors other than the ones expressly contemplated herein unless contemporaneously therewith, a Credit Card Notification, is executed and delivered to the Collateral Agent. The Borrowers may also maintain one or more disbursement accounts (the “Disbursement Accounts”) to be used by the Borrowers for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. (g) The Loan Parties shall establish and maintain cash management services of a type arrangements and on terms procedures, including Blocked Accounts, reasonably satisfactory to Agent the Administrative Agent. (h) The Concentration Account shall at one or more all times be under the sole dominion and control of the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), Collateral Agent. Each Borrower hereby acknowledges and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided agrees that (i) such Borrower has no right of withdrawal from the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicableConcentration Account, (ii) the Cash Management Bank has no rights funds on deposit in the Concentration Account shall at all times continue to be collateral security for all of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of paymentObligations, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts funds on deposit in the applicable Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this SECTION 2.18, during the continuation of a Cash Management Dominion Event, any Borrower receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Borrower for the Collateral Agent, shall not be commingled with any of such Borrower’s other funds or deposited in any account of such Borrower and shall promptly be deposited into the Concentration Account to or dealt with in such other fashion as such Borrower may be instructed by the Collateral Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank Any amounts received in the Concentration Account at any time when all of the Obligations then due have been and remain fully repaid shall be reasonably satisfactory to Agent, and (ii) prior remitted to the time operating account of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance Borrowers maintained with the foregoing sentenceAdministrative Agent. (j) The Collateral Agent shall promptly and (but in any event within 30 days of one Business Day) furnish written notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice to each Person with whom a Blocked Account is given) that the creditworthiness maintained of any termination of a Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentDominion Event. (dk) The Cash Management Accounts following shall apply to deposits and payments under and pursuant to this Agreement: (i) Funds shall be cash collateral accounts subject deemed to Control Agreementshave been deposited to the Concentration Account on the Business Day on which deposited, provided that such deposit is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations are being paid in full, by 2:00 p.m. Boston time, on that Business Day); (ii) Funds paid to the Administrative Agent, other than by deposit to the Concentration Account, shall be deemed to have been received on the Business Day when they are good and collected funds, provided that such payment is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations are being paid in full, by 2:00 p.m. Boston time, on that Business Day); (iii) If a deposit to the Concentration Account or payment is not available to the Administrative Agent until after 4:00 p.m. on a Business Day, such deposit or payment shall be deemed to have been made at 9:00 a.m. on the then next Business Day; (iv) If any item deposited to the Concentration Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the applicable Loan Account and the Borrowers shall indemnify the Secured Parties against all out-of-pocket claims and losses resulting from such dishonor or return; (v) All amounts received under this SECTION 2.18 shall be applied in the manner set forth in SECTION 7.04.

Cash Management. Concurrently herewith, Borrower (a) shall establish the Clearing Account and execute and deliver to Administrative Agent the Clearing Account Agreement and the Cash Management Agreement, and (b) shall, or shall cause Manager to, deliver a written instruction to all tenants under Leases, and to each credit card company, issuer, and/or clearing bank with which Borrower or Manager has entered into a merchant agreement, and each wholesaler or other third-party with which Borrower or Manager has entered into any agreement for payments relating to bookings of rooms at a Property, in a form reasonably acceptable to Administrative Agent instructing that all Revenues be paid directly to the Clearing Account. Borrower shall send a copy of each such instruction letter sent as provided above, together with evidence that the same has been sent, to Administrative Agent within ten (10) Business Days after the Closing Date (or the sending thereof if sent after the Closing Date). Without the consent of Administrative Agent, neither Borrower nor Manager shall terminate, amend, revoke or modify any such instruction letter in any manner whatsoever, or direct or cause any Person to pay any amount in any manner other than as provided in the related instruction letter. To the extent that Borrower, Manager or any other Person on Borrower’s behalf holds any Revenues, whether in accordance with this Agreement or otherwise, (A) such amounts shall be deemed to be collateral for the Debt and shall cause be held in trust for the benefit of Administrative Agent, (B) such amounts shall not be commingled with any other funds or property of Borrower or Manager, and (C) Borrower or Manager shall deposit such amounts in the Clearing Account within two (2) Business Days of receipt. On each Business Day, funds on deposit in the Clearing Account shall be transferred to the account of Borrower designated in the Clearing Account Agreement until such time as Administrative Agent (or its Subsidiaries to (iServicer) establish and maintain cash management services has notified Clearing Bank of the existence of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “Cash Management BankEvent, from and after which time (until Administrative Agent (or its Servicer) has notified Clearing Bank that no Cash Management Event exists), on each Business Day all such funds shall be transferred to the Cash Management Account (or as otherwise directed by Administrative Agent or its Servicer). So long as no Event of Default shall have occurred and be continuing (and thereafter at Administrative Agent’s sole option and discretion) funds on deposit in the Cash Management Account (other than any (x) amounts that have been deposited into the Clearing Account that Borrower can reasonably demonstrate consist of gratuities paid to employees at the Property or sales, use, or occupancy Taxes payable by Borrower to any applicable Governmental Authority, which amounts shall be disbursed to Borrower so long as no Event of Default exists, (y) Revenues paid more than one (1) month in advance (“Prepaid Revenues”), and which shall request be retained in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management BankAccount until payment thereof is due under the applicable Lease, and (iiz) deposit or cause to Extraordinary Lease Payments, which shall be deposited promptlyheld and disbursed in accordance with Section 3.2(e) below)), and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 shall be applied on each Payment Date in the aggregate in accounts that are not subject following amounts and order of priority: (a) First to the foregoing and (iiTax Reserve Account the amount required pursuant to Section 3.2(a) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts.hereof (b) Each Cash Management Bank Second, to the Insurance Reserve Account the amount required pursuant to Section 3.2(b) hereof; (c) Third to (or as directed by) Administrative Agent the Monthly Payment Amount; (d) Fourth, to the other Reserve Accounts the amounts required pursuant to the applicable clauses in Section 3.2 hereof; (e) Fifth to Administrative Agent to pay any other amounts then due Administrative Agent and/or Lenders under the Loan Documents; (f) Sixth, to Borrower for payments of monthly Operating Expenses in the amount described in the Approved Annual Budget for the month in which such Payment Date occurs (less the amount of any Excess Disbursement received by Borrower for any prior Payment Date that has not already been deducted pursuant to this clause (f) the amount of which Excess Disbursement (if any) shall establish be certified to Administrative Agent in writing by Borrower) (provided, however, at Administrative Agent’s discretion, Administrative Agent shall reduce the amount to be disbursed to Borrower pursuant to this clause (f) by the amount that ▇▇▇▇▇▇▇▇ demonstrates to Administrative Agent’s satisfaction that Borrower has paid (or will pay) from its own funds toward the payment of such monthly Operating Expenses up to the amount then payable to Mezzanine Loan Administrative Agent pursuant to clause (g) below); (g) Seventh to (or as directed by) Mezzanine Loan Administrative Agent the amount specified in the Mezzanine Loan Monthly Debt Service Notice Letter; (h) Eighth to Borrower for payments of Operating Expenses and maintain Cash Management Agreements with Capital Expenditures not set forth in the Approved Annual Budget that are approved by Administrative Agent and Borrowerby Mezzanine Loan Administrative Agent pursuant to the Mezzanine Loan Documents, if any (less the amount of any Excess Disbursement received by Borrower for any prior Payment Date that has not already been deducted pursuant to clause (f) above or this clause (h). the amount of which Excess Disbursement (if any) shall be certified to Administrative Agent in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that writing by ▇▇▇▇▇▇▇▇); (i) Ninth (A) if a Cash Management Event exists other than one described in clause (d), (e) or (f) of the definition thereof, any amounts remaining in the Cash Management Bank will comply with any instructions originated Account (“Excess Cash Flow”) shall be held by Administrative Agent directing in a deposit account established by Administrative Agent from time to time (“Excess Cash Flow Reserve Account”) as additional collateral for the disposition Obligations, or (B) if a Cash Management Event described in clause (di of the funds in such definition thereof exists (but no other Cash Management Event exists), all Excess Cash Flow shall be paid to or as directed by ▇▇▇▇▇▇▇▇▇ Loan Administrative Agent. So long as no Event of Default then exists, Administrative Agent shall disburse to Borrower (or, if Administrative Agent has been notified of the existence of a Mezzanine Loan Event of Default, to Mezzanine Loan Administrative Agent) any funds held by Administrative Agent in the Excess Cash Flow Reserve Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) on the Cash Management Bank has no rights Payment Date next following the end of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issuedEvent. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its Subsidiaries the Guarantors to (i) within 5 Business Days of the Closing Date, establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ the Account Debtors of the Borrowers and the Guarantors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing , and (iiiii) from and after the requirements in this Section 2.7 or Section 4.7 Closing Date, shall not apply to Excluded segregate all Deposit Accounts, cash and Cash Equivalents of the Borrowers and Guarantors from the Deposit Accounts, cash and Cash Equivalents of the Non-Obligors. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) or (b) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its Subsidiarya Guarantor, as applicable) , and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. A Borrower (or its Subsidiariesa Guarantor, as applicable) applicable shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby grants a Lien to Control AgreementsAgent.

Cash Management. (a) Borrower Immediately upon the occurrence of any Trigger Event (Cash Dominion), the Borrowers, upon the request of the Administrative Agent, shall and shall cause deliver to the Administrative Agent a schedule of all DDAs that, to the knowledge of the Responsible Officers of the Loan Parties, are maintained by the Loan Parties, which schedule includes, with respect to each of its Subsidiaries to depository (i) establish the name and maintain cash management services address of such depository, (ii) the account name and number(s) maintained with such depository and (iii) a type and on terms reasonably satisfactory to contact person at such depository. (b) Within 90 days after the Fifth Restatement Effective Date (or, so long as no Trigger Event (Cash Dominion) has occurred, such longer period as the Administrative Agent at one or more of the banks set forth on Schedule 2.7(a) may agree), each Loan Party shall enter into a blocked account agreement with any Blocked Account Bank (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Blocked Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management AccountAgreement”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts DDAs of such Loan Parties existing as of the Fifth Restatement Effective Date (except with respect to any payroll, trust and tax withholding accounts, any Permitted Receivables DDA, and any “zero balance” disbursement account which is linked to or funded by (either directly or through one or more other DDAs or Deposit Accounts, each of which is a “zero balance” disbursement account) a DDA or other Deposit Account which is subject to a Blocked Account Agreement or unless an Event expressly waived by the Administrative Agent) that are not currently subject to a Blocked Account Agreement in favor of Default has occurred and is continuing at the time Administrative Agent, including such Activation Instruction is issued. accounts listed on Schedule 2.19(b) attached hereto (c) So long as no Default or Event of Default has occurred and is continuingcollectively, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; providedthe “Blocked Accounts”), however, that (i) such prospective Cash Management Bank which Blocked Account Agreement shall be reasonably satisfactory to Agent, and the Administrative Agent (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and but in any event giving the Administrative Agent control (as such term is used in Article 9 of the Uniform Commercial Code) over such DDAs (or, with respect to any DDA maintained in Canada, such similar control over such DDA)), with any Blocked Account Bank; provided that, if a Trigger Event (Cash Dominion) has occurred, then each Loan Party shall use commercially reasonable efforts to enter into such Blocked Account Agreements within 30 days 10 Business Days after the commencement of notice from Agent such event (or such longer period as the Administrative Agent may reasonably agree; but ). (c) Each Blocked Account Agreement entered into by a Loan Party shall require, during the continuance of a Trigger Event (Cash Dominion) (and delivery of notice thereof from the Collateral Agent), the ACH or wire transfer on each Business Day (and whether or not there is then an outstanding balance in no event later the Loan Account) of all available cash receipts (the “Cash Receipts”) (other than 60 days after such notice is givenUncontrolled Cash which may be deposited into a segregated DDA which the Lead Borrower designates in writing to the Administrative Agent as being the “Uncontrolled Cash Account” (the “Designated Account”)) that to the creditworthiness Concentration Account, from: (i) the sale of Inventory and other Collateral (whether or not constituting a Prepayment Event); (ii) all proceeds of collections of Accounts (whether or not constituting a Prepayment Event); (iii) all Net Cash Proceeds on account of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and Prepayment Event; (iv) each Blocked Account (including all cash deposited therein from each DDA) (including any Designated Funds which are on deposit in any event within 60 days Blocked Account). If, at any time during the continuance of notice from Agent a Trigger Event (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is givenCash Dominion) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank (except with respect to any payroll, trust and tax withholding accounts, any Permitted Receivables DDA, and any “zero balance” disbursement account which is linked to or funded by (either directly or through one or more other DDAs or Deposit Accounts, each of which is a “zero balance” disbursement account) a DDA or other Deposit Account which is subject to a Blocked Account Agreement), any cash or Cash Management Accounts Equivalents owned by any Loan Party (other than Uncontrolled Cash) are deposited to any account, or Agent’s liability under held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement (or a DDA which is swept daily to a Blocked Account), the Collateral Agent may require the applicable Loan Party to close such account and have all funds therein transferred to a Blocked Account, and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. In addition to the foregoing, during the continuance of a Trigger Event (Cash Management Agreement Dominion), the Loan Parties shall provide the Collateral Agent with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentan accounting of the contents of the Blocked Accounts. (d) The Cash Management Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Administrative Agent of appropriate Blocked Account Agreements (except with respect to any payroll, trust and tax withholding accounts, any Permitted Receivables DDA, and any “zero balance” disbursement account which is linked to or funded by (either directly or through one or more other DDAs or Deposit Accounts, each of which is a “zero balance” disbursement account) a DDA or other Deposit Account which is subject to a Blocked Account Agreement or unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative Agent. The Loan Parties shall furnish the Administrative Agent with prior written notice of its intention to open or close a Blocked Account and the Administrative Agent shall promptly notify the Lead Borrower as to whether the Administrative Agent shall require a Blocked Account Agreement with the Person with whom such account will be maintained. (e) The Borrowers may also maintain one or more disbursement accounts (the “Disbursement Accounts”) to be used by the Borrowers for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. (f) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. Each Borrower hereby acknowledges and agrees that (i) such ▇▇▇▇▇▇▇▇ has no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times continue to be collateral security for all of the Obligations, and (iii) the funds on deposit in the Concentration Account shall be cash collateral accounts subject applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 2.19, during the continuation of a Trigger Event (Cash Dominion), any Borrower receives or otherwise has dominion and control of any such proceeds or collections (other than Uncontrolled Cash), such proceeds and collections shall be held in trust by such Borrower for the Collateral Agent, shall not be commingled with any of such Borrower’s other funds or deposited in any account of such Borrower and shall promptly be deposited into the Concentration Account or dealt with in such other fashion as such Borrower may be instructed by the Collateral Agent. (g) Any amounts received in the Concentration Account at any time when all of the Obligations then due have been and remain fully repaid shall be remitted to Control Agreementsthe operating account of the Borrowers maintained with the Administrative Agent. (h) The Collateral Agent shall promptly (but in any event within five Business Days) furnish written notice to each Person with whom a Blocked Account is maintained of any termination of a Trigger Event (Cash Dominion). (i) The following shall apply to deposits and payments under and pursuant to this Agreement: (i) funds shall be deemed to have been deposited to the Concentration Account on the Business Day on which deposited, provided that such deposit is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations are being paid in full, by 2:00 p.m. New York, New York time, on that Business Day); (ii) funds paid to the Administrative Agent, other than by deposit to the Concentration Account, shall be deemed to have been received on the Business Day when they are good and collected funds, provided that such payment is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations are being paid in full, by 2:00 p.m. New York, New York time, on that Business Day); (iii) if a deposit to the Concentration Account or payment is not available to the Administrative Agent until after 4:00 p.m. on a Business Day, such deposit or payment shall be deemed to have been made at 9:00 a.m. on the then next Business Day; (iv) if any item deposited to the Concentration Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the applicable Loan Account and the Borrowers shall indemnify the Secured Parties against all out-of-pocket claims and losses resulting from such dishonor or return; (v) all amounts received under this Section 2.19 shall be applied in the manner set forth in Section 8.04. (j) During any Trigger Event Cure Period, unless and until the Lead Borrower has demonstrated that Consolidated Fixed Charge Coverage Ratio is at least 1.00 to 1.00 (determined on a consolidated twelve-month (or four-quarter, if applicable) basis as of the fiscal month end immediately preceding the commencement of such Trigger Event Cure Period for which financial statements are available (but in any event as of the most recent fiscal month ending at least 30 days prior to the commencement of such Trigger Event Cure Period)) by delivery to the Administrative Agent of the monthly financial statements required by Section 6.01(f) for the fiscal month specified above and the related Compliance Certificate, (i) the Borrowers shall not be permitted to request any Loans or the issuance of any Letters of Credit and (ii) Holdings, the Borrowers and their respective Restricted Subsidiaries shall not be permitted to (A) declare any Restricted Payment in the form of a dividend under Sections 7.06(h), (j), or (k), (B) consummate any transaction described under Sections 7.02(d)(v), 7.02(j), 7.02(n), 7.06(h), 7.06(j), 7.06(k) or 7.12(a)(vi) (other than the payment of dividends which were not declared in violation of the preceding clause (A)), or (C) without the consent of the Administrative Agent, any transaction described under Section 7.05(f), 7.05(j) or 7.05(n).

Cash Management. (a) Borrower Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”"CASH MANAGEMENT BANK"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank and those sent to each Post-Closing Bank Account unless such account is subject to a Cash Management Agreement) into a bank account in Agent’s 's name (a “Cash Management Account”"CASH MANAGEMENT ACCOUNT") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Account Bank or Cash Management Account; providedPROVIDED, howeverHOWEVER, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) Borrowers shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower Subject to Section 6.17, Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall shall, except with respect to Account Debtors of the UK Borrower, request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ their Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to AgentAgent in its Permitted Discretion. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicable, bailee-in-possession for Agent; (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and ; (iii) upon at any time after which the instruction of Agent so instructs such Cash Management Bank (an a “Activation Cash Sweep Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees Account until such time (if any) as the Agent, in its sole discretion, notifies it that the Cash Sweep Instruction is terminated; and (iv) if clause (iii) is not to issue an Activation Instruction with respect to applicable, then the Administrative Borrower may direct the Cash Management Accounts unless an Bank to immediately transfer all such amounts to any DDA designated by the Administrative Borrower for use by Borrowers in accordance with this Agreement. The Agent may issue a Cash Sweep Instruction only if either: (x) a Default or Event of Default has occurred shall have occurred; or (y) both (I) Advances in the aggregate amount of $500,000 or more are outstanding and (II) the aggregate amount of unrestricted cash and Cash Equivalents of the Borrowers is continuing at the time such Activation Instruction is issuedless than $10,000,000. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent in its Permitted Discretion and Agent in its Permitted Discretion shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) Borrowers shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers (other than the UK Borrower, whose grant of such Collateral is made pursuant to Control Agreementsthe Debenture) are hereby deemed to have granted a Lien to Agent.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to a bank account in Agent's name (a "Cash Management Account") at such Cash Management Bank, and and, except as otherwise provided in Section 2.2(a), (ii) deposit or cause to be deposited promptly, and in any event no later than (1) the first fifth Business Day after the date receipt thereof with respect to amounts in an aggregate amount of less than $100,000 or (2) the second Business Day after the receipt thereof, thereof with respect to all of their other Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to AgentAgent in its Permitted Discretion. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management AccountAccount by delivering written notice to Agent with reference to such Schedule 2.7(a); provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. In the event Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of receives notice from Agent that (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is givenx) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is giveny) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, Borrower shall (I) within thirty (30) days of Borrower's receipt of notice from Agent, request in writing and otherwise take such reasonable steps to ensure that, within ninety (90) days from the date thereof, all of Borrower's Account Debtors that make payments into such Cash Management Accounts make payments into (A) another existing Cash Management Account that has not been determined by Agent to be unacceptable in accordance with this Section 2.7(c) or (B) any new Cash Management Account established in accordance with this Section 2.7(c), and (II) close its existing Cash Management Accounts with the Cash Management Banks that are subject to such notice from Agent within ninety (90) days from Borrower's receipt thereof. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrower is hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule SCHEDULE 2.7(a) (each, each a “Cash Management Bank”"CASH MANAGEMENT BANK"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) or (b) to add or replace a Cash Management Account Bank or Cash Management Account; provided, howeverHOWEVER, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) Borrowers shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Administrative Borrower shall establish and maintain a concentration account in the name of Agent (“Concentration Account”) on terms reasonably satisfactory to Agent at the bank set forth on Schedule 2.7(a) (the “Concentration Account Bank”). (b) Borrowers shall and shall cause each of its their domestic Subsidiaries to (i) establish and maintain cash management services of a type and collection account or accounts (each, a “Collection Account”) on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a2.7(b) (each, a “Cash Management Collection Account Bank”), and shall (ii) request in writing and otherwise take such reasonable steps to ensure that all of its and its domestic Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management BankCollection Accounts or to the Concentration Account, and (iiiii) subject to Section 6.12, deposit or cause to be deposited promptly, and in any event no later than the first Business Day 5 days after the date of receipt thereof, all of their Collections from Restaurants directly to such Collection Accounts or the Concentration Account, and (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesiv) into a bank account in Agent’s name (a “Cash Management Account”) at one instruct each of the Cash Management BanksCollection Account Banks to forward payment, no later than the earlier of (A) the first Business Day after the date on which the amount in such Collection Account equals or exceeds $250,000, or (B) once per week, all of the amounts in any Collection Account maintained by such Collection Account Bank directly to the Concentration Account. (c) Borrowers shall, and shall cause each of their domestic Subsidiaries that receive Collections through credit card charges to, establish and maintain Credit Card Agreements with Agent and each Credit Card Processor; provided that with respect to American Express, Discover and Diners Club, Borrowers shall instruct in writing that such Credit Card Processors transfer all amounts payable by them to any Borrower or its Subsidiaries to the Concentration Account in lieu of delivering a Credit Card Agreement with Agent and such Credit Card Processors. Each such Credit Card Agreement shall provide, among other things, that each such Credit Card Processor shall transfer all proceeds of credit card charges for sales by such Borrowers or such Subsidiary, as applicable, received by it (ior other amounts payable by such Credit Card Processor) into the Concentration Account on each Business Day (or on such other basis as shall be agreed upon by Agent). Neither any Borrower nor any domestic Subsidiary may keep up to $25,000 change any direction or designation set forth in the aggregate in accounts that are not subject Credit Card Agreements regarding payment of charges without the prior written consent of Agent, and neither any Borrower nor any domestic Subsidiary shall cause the proceeds of credit card charges to be transferred to any Deposit Account other than the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit AccountsConcentration Account. (bd) Each Cash Management As of the Closing Date (subject to Section 3.3(a)), the Concentration Account Bank and each Collection Account Bank shall establish and maintain Cash Management Agreements or Control Agreements with Agent and BorrowerAgent, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement and Control Agreement shall provide, among other things, that (i) the applicable Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such the Cash Management Account Accounts maintained by it without further consent by any Borrower or its Subsidiaries, as applicable, and (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable such Cash Management Account Accounts other than for payment of its service fees and other charges directly related to the administration of any such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (ce) So long as no Default or Event of Default has occurred and is continuing, Borrower Borrowers may amend Schedule 2.7(a) and Schedule 2.7(b) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its Subsidiary, as applicable) , and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management AgreementAgreement or Control Agreement in form and substance acceptable to Agent in its Permitted Discretion. Borrower Borrowers (or its their Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 45 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 75 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (df) The Cash Management Accounts shall be cash collateral accounts subject to Cash Management Agreements or Control AgreementsAgreements (subject to Section 3.3(a)).

Cash Management. (a) Borrower As of the Amendment No. 4 Effective Date, other than with respect to Excluded Accounts, all deposit accounts, securities accounts, commodities accounts, and other investment accounts of the Credit Parties are listed on Schedule 6.20, and such Schedule designates which such accounts are deposit accounts. (b) No Credit Party may (i) open any deposit accounts or securities accounts (other than Excluded Accounts or Term Loan Priority Accounts) unless on or before the date on which such accounts are opened such accounts become subject to a Controlled Account Agreement or (ii) (A) with respect to deposit accounts or securities accounts acquired in connection with any Permitted Acquisition or other Investment permitted hereunder, on or after the sixtieth (60th) day -134- (or such later date as the Administrative Agent may approve) following the date of such Permitted Acquisition (provided that such date shall be extended to the 120th day (or such later date as the Administrative Agent may approve) with respect to such deposit accounts or securities accounts which in the aggregate do not at any time have more than $1,000,000 in cash on deposit therein) maintain any deposit accounts or securities accounts acquired in connection with such Permitted Acquisition or other Investment or (B) with respect to any deposit accounts in existence as of the Agreement Date, maintain any deposit accounts, in each case of clauses (A) and (B), unless such accounts (other than Excluded Accounts or Term Loan Priority Accounts) are at all times subject to a Controlled Account Agreement (such deposit accounts, "Controlled Deposit Accounts"); provided that no Controlled Account Agreements shall cause each be required with respect to securities accounts unless Excess Availability has been less than 50% of its Subsidiaries to Availability for a period of five (5) consecutive Business Days. (c) The Credit Parties shall: (i) establish and maintain cash management services of a type and on terms thereafter maintain, pursuant to an arrangement reasonably satisfactory acceptable to Agent at the Administrative Agent, one or more Controlled Deposit Accounts wherein collections, deposits, and other payments (other than (A) deposits and other payments to be deposited in a Term Loan Priority Account pursuant to the terms of the banks set forth on Schedule 2.7(aABL/Term Loan Intercreditor Agreement and (B) in respect of the amounts and accounts identified in clauses (a) and (b) of the definition of Excluded Accounts) are to be transferred, received or made (each, a “Cash Management Bank”"Collections Account"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and ; (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, at all times direct all of their Collections (including those sent directly by their Account Debtors that make payments via wire transfer to Borrower or one of its Subsidiaries) into direct all wire transfers to a bank account in Agent’s name (a “Cash Management Collections Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon in the instruction event that any Credit Party shall at any time directly receive any remittances of Agent any Accounts (an “Activation Instruction”including, without limitation, any checks, drafts, or other instruments), the Cash Management Bank will forward by daily sweep all amounts credit or merchant card collections, or other payments in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default any Collateral or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time receive any other funds representing proceeds of the opening of such Cash Management Collateral, promptly deposit the same into a Collections Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) During a Cash Dominion Period: (i) The Administrative Agent shall have the right to notify any depositary bank with respect to any Collections Account or other Controlled Deposit Account that the Administrative Agent is exercising exclusive control with respect thereto and no Credit Party shall have any right to withdraw such amounts from any such Collections Account or Controlled Deposit Account. Each Credit Party hereby grants its power of attorney to the Administrative Agent (and each of its Affiliates providing the services described in this Section 6.20), exerciseable during a Cash Management Dominion Period, to indorse in such Credit Party's name all tangible items of payment directed for deposit in a Controlled Deposit Account, Collections Account, or a lockbox and to submit such items for collection, with it being acknowledged and agreed that such power of attorney, being coupled with an interest, is irrevocable until the Termination Date; and -135- (ii) On each Business Day the Administrative Agent may, without further consent of any Credit Party, withdraw all immediately available funds in the Collections Accounts and apply the same against the Obligations in the manner provided for in Section 2.11. (e) On or prior to the date that is one hundred eighty (180) days after the Agreement Date, Credit Parties shall maintain Bank of America as their principal depository bank, including for maintenance of operating and deposit accounts, lockbox administration, funds transfer, information reporting services and other treasury management services. (f) No Credit Party shall hold amounts in any bank account, securities account, commodities account or similar account outside the United States in excess of $1,000,000 in the aggregate. (g) Once any Cash Dominion Period is no longer in effect, the Administrative Agent shall promptly instruct the depository institutions at which such Controlled Deposit Accounts are held to allow the Credit Parties to resume sole access over such Controlled Deposit Accounts until another Cash Dominion Period occurs. Any amounts (x) received in the Collections Accounts (including all interest and other earnings with respect thereto, if any) at any time after the Termination Date or (y) that continue to be swept to the Collections Accounts at any time after a Cash Dominion Period is no longer in effect, shall be cash collateral accounts subject remitted to Control Agreementsthe operating account of the Borrower as specified by the Borrower.

Cash Management. (a) Borrower Loan Parties shall and shall cause each of its their Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their Subsidiaries’ ' Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, promptly all of their Collections (including those sent directly by their Account Debtors to Borrower Loan Parties or one of its their Subsidiaries) into a bank account in Agent’s a Loan Party's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to AgentLoan Parties. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent (an "Activation Instruction") directing the disposition of the funds in such Cash Management Account without further consent by Borrower Loan Parties or its their Subsidiaries, as applicable, and Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Application Event has occurred and is continuing at the time such Activation Instruction is issued, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction issuance of Agent (an “Activation Instruction”), the Cash Management Bank it will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Application Event of Default has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the "Rescission") if: (x) the Event of Default upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of this Agreement, (y) no additional Event of Default has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower a Loan Party (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower Loan Parties (or its their Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Each Cash Management Accounts Account shall be a cash collateral accounts account subject to a Control AgreementsAgreement.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) or (b) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) Borrowers shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections of their Collections any Borrower (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its SubsidiariesBorrowers shall, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, (x) establish replacement Cash Management Accounts in accordance with clauses (i) and (ii) above, and (y) direct all Account Debtors to remit payments to the new Cash Management Accounts in writing, and Borrowers shall close such unacceptable Cash Management Accounts as soon as reasonably practicable thereafter. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish All proceeds of assets of the Credit Parties and maintain cash management services of any other amounts payable to any Credit Party at any time, shall, subject to Section 2.17, be deposited by such Credit Parties into one or more collection accounts established at a type and on terms bank reasonably satisfactory to Agent at one or more of (all such accounts, the banks set forth on Schedule 2.7(a) (each, a “Cash Management BankCollection Accounts”). Subject to Schedule 6.11, and each Credit Party shall request in writing and otherwise take such reasonable steps deliver to ensure that all of its and its Subsidiaries’ Agent on the Closing Date a Deposit Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerControl Agreement, in form and substance reasonably acceptable satisfactory to Agent. Each Agent in its Permitted Discretion, with respect to each Collection Account which shall be in “springing” form permitting Credit Parties to access and use such Cash Management Agreement shall provideCollection Accounts unless and until a “notice of sole control” (such notice, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the similar notice described in any applicable Cash Management Deposit Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (Control Agreement an “Activation InstructionNotice”), the Cash Management Bank will forward ) is issued by daily sweep all amounts in the applicable Cash Management Account Agent to the Agent’s Account. bank at which such Collection Account is maintained; provided, that, Agent agrees shall not to issue such an Activation Instruction with respect to Notice except during a Dominion Period or upon the Cash Management Accounts unless occurrence and continuance of an Event of Default has occurred and is continuing at the time shall revoke such Activation Instruction is issued. (c) So long as no Default Notice if, subsequent thereto, the Dominion Period shall have ended or such Event of Default has occurred been waived, as applicable. Upon issuance of an Activation Notice, such Deposit Account Control Agreements shall provide that all available funds in each Collection Account will be transferred, on each Business Day, to Agent, either to any account maintained by Agent at such bank or by wire transfer to appropriate account(s) of Agent, and is continuing, Borrower may amend Schedule 2.7(aotherwise be in form and substance (including as to the extent of offset and statutory lien rights) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent. All funds deposited in such Collection Accounts during a Dominion Period shall immediately become the property of Agent and be applied to the outstanding Advances. Neither Agent nor any Lender assumes any responsibility for such collection account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any bank maintaining a Collection Account. (ii) prior Notwithstanding anything to the time of the opening of such Cash Management Account, Borrower (contrary herein or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Other Document, Credit Parties shall ensure that Agent (or such longer period as does not receive, whether by deposit to the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Collection Accounts or Agent’s liability under otherwise, any Cash Management Agreement with such Cash Management Bank is no longer acceptable funds from any Customer located in Agent’s reasonable judgmenta Sanctioned Country. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower Each of the Obligors (together or severally) shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent Lender at one or more of the banks set forth on Schedule 2.7(a) (each, a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) so long as no Trigger Event has occurred or would result therefrom, deposit or cause to be deposited promptly, and in any event no not later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s the applicable Obligor's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing , and (iiiii) the requirements in this Section 2.7 or Section 4.7 establish Lender's Restricted Account at a Cash Management Bank. The Designated Account shall not apply to Excluded Deposit Accountsbe a Cash Management Account. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent Lender and Borrowerthe applicable Obligors, in form and substance reasonably acceptable to AgentLender, with respect to the Cash Management Account and the Lender's Restricted Account. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and the Lender's Restricted Account and proceeds of each such account are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Lender, (ii) the Cash Management Bank has no rights of setoff offset or recoupment or any other claim against the applicable Cash Management Account or the Lender's Restricted Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account or Lender's Restricted Account and for returned checks or other items of payment, and (iii) upon the instruction occurrence of Agent a Trigger Event: (an “Activation Instruction”)y) all Subject Account Collections shall be deposited promptly, and in any event not later than the first Business Day after the date of receipt thereof, directly into a Cash Management Account and the Cash Management Bank will immediately forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Lender's Restricted Account. Agent agrees ; and (z) each Obligor shall segregate from Subject Account Collections the Collections not arising from Subject Accounts and promptly deposit, or cause to issue an Activation Instruction with respect be deposited, such Collections not arising from Subject Accounts, and in any event not later than the first Business Day after the date of receipt thereof, directly to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issuedLender's Restricted Account. (c) So long as no Default or Trigger Event of Default has occurred and is continuingoccurred, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Bank, Cash Management Account or Lender's Restricted Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentLender and Lender shall have consented in writing in advance to the opening of such Cash Management Account or Lender's Restricted Account, as applicable, with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account or Lender's Restricted Account, Borrower (or its Subsidiary, as applicable) , the applicable Obligor and such prospective Cash Management Bank shall have executed and delivered to Agent Lender a Cash Management AgreementAgreement on terms comparable to those described in clause (b) above. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s Lender's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s Lender's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s Lender's reasonable judgment. (d) The Cash Management Accounts and the Lender's Restricted Account shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which the Obligors are hereby deemed to Control Agreementshave granted a Lien to Lender. (e) If any Trigger Event shall have occurred but shall subsequently be cured to Lender's satisfaction, then in Lender's sole discretion, Lender may thereafter permit Borrower to elect, and so long as no subsequent Trigger Event has occurred or would result therefrom, Borrower may so elect, to direct any or all amounts in the Designated Account.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash and treasury management services (including, without limitation, its operating accounts and other Deposit Accounts and Securities Accounts), of a type and on terms reasonably satisfactory to Agent Agent, at one or more of the banks set forth on Schedule 2.7(a) 5.15 (eachin such capacity, a the “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such the Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name held at the Cash Management Bank (a “Cash Management Account”) at one of the Cash Management Banks); provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 5.15 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with the Agent and Borrower, in form and substance reasonably acceptable to the Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by the Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of the Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. The Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) 5.15 to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to the Agent, and (ii) prior to the time of the opening of such Cash Management Account, the Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to the Agent a Cash Management Agreement. The Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from the Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in the Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from the Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or the Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in the Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall Borrowers shall, and shall cause each of its Subsidiaries to the Guarantors to, (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “"Cash Management Bank”"), and shall immediately after the Closing Date request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ their Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Cash Management Bank or Collections received at a retail location of any Borrower or one of its Subsidiariesany Guarantor) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject . Notwithstanding any other provision to the foregoing and (ii) contrary, the requirements in this Section 2.7 or Section 4.7 New AMERCO Notes Accounts shall not apply be deemed to Excluded Deposit be Cash Management Accounts. (b) Each The Cash Management Bank maintaining the Concentration Account and such other Cash Management Banks as may be required by Agent shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Concentration Account. Agent agrees not to issue an Activation Instruction with respect to Upon the Cash Management Accounts unless occurrence of an Event of Default has occurred and is continuing at in accordance with the time such Activation Instruction is issuedterms of and subject to the conditions set forth in the Cash Management Agreement applicable to the Concentration Account, all amounts received in the Concentration Account shall be swept into the Agent's Account. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (Borrowers or its SubsidiaryGuarantors, as applicable) , and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (Borrowers or its SubsidiariesGuarantor, as applicable) , shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent. (e) The parties hereby stipulate and agree that the Loan Parties shall be allowed to maintain those certain cash collateral accounts for the benefit of third parties, and in the amounts, set forth on Schedule 2.7(e); provided, however no Loan Party shall increase the amount held in any such cash collateral account without the prior written consent of Agent. (f) In no event shall any Loan Party deposit the proceeds of any Collateral into any New AMERCO Note Account.

Cash Management. (a) Borrower Prior to the date upon which the initial Advance shall and be made by Lender, Borrowers shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent Lender at one or more of the banks set forth on Schedule 2.7(a) (which Schedule 2.7(a) will be agreed to prior to the initial extension of credit) (each, a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s Lender's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent Lender and BorrowerBorrowers, in form and substance reasonably acceptable to AgentLender and Administrative Borrower. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Lender, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Lender's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentLender and Lender shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent Lender a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) Borrowers shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) Lender that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentLender's Permitted Discretion, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) Lender that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s Lender's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentLender's Permitted Discretion. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Lender.

Cash Management. (a) Borrower At all times, Borrowers shall and shall cause each of its their respective Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their Subsidiaries’ ' Account Debtors Debtors, Payors, and other third parties forward all Collections (including payment of the amounts owed by them them) directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent . All payments on Accounts received directly by their Account Debtors to Borrower or one any of its Subsidiaries) the Borrowers shall be held by each Borrower, in trust, for the benefit of Agent, until such amounts are deposited into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such any Cash Management Account (other than a replacement Borrower Collection Account), the Administrative Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management AgreementAgreement and Agent shall have received such documentation as Agent may reasonably require to evidence the establishment of the procedures set forth in this Section 2.7, including, without limitation, copies of applicable Payor Notices. Borrower Borrowers (or its their Subsidiaries, as applicable) shall close any of its Cash Management their Deposit Accounts (and establish any such replacement cash management accounts Deposit Accounts as may be deemed necessary by Agent in accordance with the foregoing sentenceits Permitted Discretion) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management the Deposit Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (b) Without limiting clause (a) above, within 15 days of the Closing Date, Administrative Borrower shall establish and thereafter maintain at all times the following Deposit Accounts (each, a "Cash Management Account") at a Cash Management Bank with respect to Collections: (i) one for the collection of Governmental Receivables (the "Borrower Collection Account"), and (ii) one for the collection of all other Accounts (the "Agent Collection Account"). The Borrower Collection Account shall be an account in the name of Administrative Borrower and shall be the property of Borrowers. The Agent Collection Account shall be in the name of Agent and shall be the sole and exclusive property of Agent. (c) Promptly following the establishment of the Borrower Collection Account, Borrowers agree to notify all Payors on Governmental Receivables in writing (with a copy to Agent) to remit all payments directly to the Borrower Collection Account. Borrowers further agree to use commercially reasonable efforts to cause all such Payors to remit payments to the Borrower Collection Account at all times thereafter. Each Borrower agrees that it shall not deposit or cause to be deposited any funds other than payments on Governmental Receivables into the Borrower Collection Account. (d) The Following the establishment of each of the Borrower Collection Account and the Agent Collection Account, Borrowers shall deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections received by Borrowers directly in respect of Governmental Receivables into the Borrower Collection Account and all other Collections (including those sent directly by their Account Debtors to Borrowers or their Subsidiaries) into the Agent Collection Account. (e) Borrowers agree that, upon Agent's request, with respect to all of Borrowers' Deposit Accounts, other than the Borrower Collection Account and each of the disbursement Deposit Accounts set forth on Schedule 2.7(i), (a) Borrower will cause each Cash Management Bank to establish and maintain Cash Management Agreements with Agent and Borrowers, in form and substance acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions (each, a "Cash Disposition Instruction"), originated by Agent directing the disposition of the funds in the applicable Deposit Account without further consent by Borrowers or their Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Deposit Account, other than for payment of its service fees and other charges directly related to the administration of such Deposit Account and for returned checks or other items of payment, and (iii) at any time after which the Agent so instructs such Cash Management Bank (a "Cash Sweep Instruction"), it immediately will forward by daily sweep all amounts in the applicable Deposit Account to the Agent's Account. None of the Borrowers shall have any right to or interest in Agent's Account. Notwithstanding anything to the contrary contained herein, the Agent agrees that it will not send a Cash Sweep Instruction until the occurrence, and during the continuation, of an Event of Default. (f) Once the Borrower Collection Account is established, Administrative Borrower shall instruct the applicable Cash Management Bank, pursuant to a standing wire transfer instruction, to automatically transfer at the end of each Business Day all amounts in the Borrower Collection Account to any of Borrowers' other Deposit Accounts that is subject to a Cash Management Agreement; provided that at the written direction of Agent, after occurrence and during the continuation of a Event of Default, Administrative Borrower shall instruct the applicable Cash Management Bank, pursuant to a standing wire transfer instruction, to automatically transfer at the end of each Business Day all amounts in the Borrower Collection Account to Agent's Account. Except as expressly set forth above, no Borrower (including Administrative Borrower) shall change or cancel any such automatic transfer order at any time. No Borrower (including Administrative Borrower) may, without the prior written consent of Agent, change either the identity of the Cash Management Accounts or the instructions to each Payor on the related Account to make its payments to such account. (g) Without limiting Borrowers obligations under clause (c) above, each Borrower shall be cash collateral accounts notify all Payors using forms of notices approved by Agent (collectively, the "Payor Notices") to remit payment to the appropriate Cash Management Account, as Agent may from time to time reasonably request. If any Payor makes payment in respect of any Account to a location other than the applicable Cash Management Account (a "Misdirected Payment"), each Borrower (at its own cost and expense) shall (i) use its best efforts to promptly take all necessary steps to effect collection of such Misdirected Payment from any other Person claiming an interest therein or having possession thereof, (ii) hold such payment in trust for Agent, (iii) segregate such payment and not deposit such payment in such Borrower's own account, nor commingle such payment with such Borrower's own funds or other assets, and (iv) deliver such payment to a Cash Management Bank for deposit in the applicable Cash Management Account no later than the close of Business on the third Business Day after receipt. (h) [Reserved]. (i) Except for the Borrower Collection Account and the disbursement Deposit Accounts set forth on Schedule 2.7(i), following the delivery of the Cash Management Agreements referenced in clause (e) above, Borrowers and their respective Subsidiaries shall not maintain any Deposit Accounts that are not subject to Control Agreements or Cash Management Agreements, as applicable. Borrowers represent and warrant that each of the Deposit Accounts set forth on Schedule 2.7(i) is maintained as a payroll disbursement account only and that no funds other than those necessary to fund payroll are on deposit therein at any time.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its their Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their Subsidiaries’ ' Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower Borrowers or one of its their Subsidiaries) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply only with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower Borrowers or its their Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of if Agent (an “Activation Instruction”), has given the Cash Management Bank a notice of exclusive control (which shall not be given prior to the occurrence of a Cash Dominion Triggering Event), it will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its Subsidiary, as applicable) , and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower Borrowers (or its their Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) prior to the Third Restatement Closing Date, establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks bank set forth on Schedule 2.7(a) (each, a the “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) from and after the Third Restatement Closing Date, continue its historical practice of requiring each of its Subsidiaries to remit to Borrower all cash and Cash Equivalents of such Subsidiaries when the amount of cash and Cash Equivalents of each such Subsidiary, in the aggregate for each such Subsidiary equals $50,000 (other than amounts expected to be expended within the next 5 Business Days) and arrange to have such excess amounts remitted to the Cash Management Bank, and (iii) from and after the Third Restatement Closing Date, deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their its Collections (including those Collections sent directly by their Account Debtors to Borrower the Cash Management Bank and excluding those resulting from a Permitted Disposition or one Permitted Swap, which Collections shall be remitted to Agent in accordance with and to the extent required by Section 2.2; but excluding (for clarity) the Collections of its SubsidiariesBorrower’s Subsidiaries which are intended to be covered by clause (ii) above) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit AccountsBank. (b) Each The Cash Management Bank shall establish and maintain a Cash Management Agreements Agreement with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction receipt of written notice from Agent (an “Activation Instruction”), to the Cash Management Bank Bank, it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Anything contained herein to the contrary notwithstanding, Agent agrees that it shall not to issue an Activation Instruction with respect provide the above-described notice to the Cash Management Accounts Bank unless an and until a Triggering Event of Default has occurred and is continuing at a time when Advances or Letters of Credit are outstanding. Once a Triggering Event has occurred and is continuing at a time when Advances or Letters of Credit are outstanding, Agent shall be free to exercise its right to issue such notice and the time subsequent elimination of the subject Triggering Event shall not eliminate the effectiveness of such Activation Instruction is issuednotice. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrower is hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower shall The Borrowers and shall cause each of its Subsidiaries to (i) establish other Loan Party shall, along with the Administrative Agent and maintain cash management services of a type and on terms certain financial institutions selected by the Loan Parties, reasonably satisfactory to the Administrative Agent at one or more of and located in a Qualified Jurisdiction (the banks set forth on Schedule 2.7(a) (each, a “Cash Management BankCollection Banks”), enter into within 90 days after the Closing Date (or, if after the Closing Date, 60 days after the opening thereof) (or in each case, such longer period as the Administrative Agent may reasonably agree), and thereafter maintain, separate Cash Management Control Agreements with respect to all deposit accounts (other than Exempt Accounts). Each Loan Party shall request in writing and otherwise take such reasonable steps to ensure that instruct all of its and its Subsidiaries’ Account Debtors forward payment of such Loan Party to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable Loan Party. All amounts owed received by them directly to such Cash Management any Loan Party and any Collection Bank, in respect of any Account (other than cash and (ii) deposit Cash Equivalents maintained in Exempt Accounts or cause otherwise by Loan Parties not to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to exceed $25,000 6.0 million in the aggregate in at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties shall instruct each Collection Bank for the applicable deposit accounts of such Loan Party (other than Exempt Accounts) that are not Controlled Accounts that the funds on deposit and available at the close of each Business Day in such account should be swept to a Concentration Account no less frequently than once every Business Day, subject to the foregoing and (ii) procedures of such Collection Bank, such instructions to be irrevocable unless otherwise agreed to by the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit AccountsAdministrative Agent. (b) Each So long as no Dominion Period then exists, the Loan Parties shall be permitted to withdraw cash and Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerEquivalents from Controlled Accounts, subject in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall providethe case of Controlled Accounts holding Eligible Cash, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts limitations set forth in the applicable Cash Management Account to definition of Eligible Cash. If a Dominion Period exists, all collected amounts held in the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Controlled Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issuedshall be applied as provided in Section 2.21(c). (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Each Cash Management Bank Control Agreement relating to a Controlled Account shall (unless otherwise reasonably agreed by the Administrative Agent) include provisions that allow, during any Dominion Period, for all collected amounts held in such Controlled Account from and after the date requested by the Administrative Agent, to be sent by ACH or Cash Management wire transfer or similar electronic transfer no less frequently than once per Business Day to one or more accounts maintained with the Administrative Agent (each, an “Administrative Agent Deposit Account; provided”). Subject to the terms of the respective Security Document, howeverduring any Dominion Period, that all amounts received in an Administrative Agent Deposit Account shall be applied (and allocated) by the Administrative Agent on a daily basis in the following order: (i) such prospective Cash Management Bank shall be reasonably satisfactory first, to Agentthe payment (on a ratable basis) of any outstanding expenses actually due and payable to the Administrative Agent under any of the Loan Documents and to repay or prepay outstanding Loans advanced by the Administrative Agent on behalf of the Lenders pursuant to Section 2.1(d); (ii) second, to the extent all amounts referred to in the preceding clause (i) have been paid in full, to pay to the applicable Swingline Lender all outstanding Swingline Loans and interest thereon; (iii) third, to the extent all amounts referred to in preceding clauses (i) and (ii) prior have been paid in full, to pay (on a ratable basis) all outstanding expenses actually due and payable to each Issuing Bank under any of the Loan Documents and to repay all outstanding unpaid LC Disbursements and all interest thereon; (iv) fourth, to the time extent all amounts referred to in preceding clauses (i), (ii) and (iii) have been paid in full, to pay (on a ratable basis) all accrued and unpaid interest Table of Contents actually due and payable on the Revolving Credit Loans and all accrued and unpaid fees actually due and payable to the Administrative Agent, the Issuing Banks and the Lenders under any of the opening Loan Documents; (v) fifth, to the extent all amounts referred to in preceding clauses (i) through (iv), inclusive, have been paid in full, to repay (on a ratable basis) the outstanding principal of such Cash Management AccountRevolving Credit Loans of each Revolving Credit Facility (whether or not then due and payable); (vi) sixth, Borrower to the extent all amounts referred to in preceding clauses (or its Subsidiaryi) through (v), as applicableinclusive, have been paid in full, to the cash collateralization (on a ratable basis) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts all LC Exposure in accordance with Section 2.4(j); (vii) seventh, to the foregoing sentenceextent all amounts referred to in preceding clauses (i) promptly and through (vi), inclusive, have been paid in any event within 30 days of notice from Agent full, to pay (or such longer period as the Agent may reasonably agree; but on a ratable basis) all other outstanding Obligations (other than Obligations in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance respect of the Cash Management Bank with respect FILO Facility) then due and payable to Cash Management Accounts or the Administrative Agent’s liability , the Issuing Banks and the Lenders under any Cash Management Agreement with of the Loan Documents; (viii) eighth, to the extent all amounts referred to in preceding clauses (i) through (vii), inclusive, have been paid in full, to pay (on a ratable basis) all accrued and unpaid interest actually due and payable on the FILO Loans; (ix) ninth, to the extent all amounts referred to in preceding clauses (i) through (viii), inclusive, have been paid in full, to pay (on a ratable basis) the outstanding principal of FILO Loans; and (x) tenth, to the extent all amounts referred to in preceding clauses (i) through (ix), inclusive, have been paid in full and so long as no Specified Event of Default then exists, to be returned to the applicable Borrowers for such Cash Management Bank is Borrowers’ own account. Notwithstanding the foregoing, no longer acceptable cash collections from a Collateral Foreign Subsidiary described in Agent’s reasonable judgmentclause (a), (b) or (d) of the definition of Collateral Foreign Subsidiary and no Excluded Assets described in clause (8) or clause (15) of the definition of Excluded Assets shall be applied to satisfy any US Borrower Obligations. (d) The Cash Management Accounts All costs and expenses to effect the foregoing (including reasonable legal fees and disbursements of counsel) shall be cash collateral accounts subject paid by the Loan Parties. Notwithstanding the foregoing, no payments by a Collateral Foreign Subsidiary described in clause (a), (b) or (d) of the definition of Collateral Foreign Subsidiary and no Excluded Assets described in clause (8) or clause (15) of the definition of Excluded Assets shall be applied to Control Agreementssatisfy any US Borrower Obligations.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish Except as otherwise set forth in this Section 7.01(m), cause all cash and maintain all proceeds from Accounts Receivable and the sale of Inventory to be deposited each Business Day into Depository Accounts that are subject to Depositary Account Agreements, (ii) cause all funds in such Depository Accounts to be transferred by automated clearing house transfer or wire transfer into the Cash Concentration Account at least once per week, (iii) authorize, and the Companies do hereby authorize, the Agent to cause all cash management services of a type and on terms reasonably satisfactory to be sent by wire transfer to the Agent Account at one or more the discretion of the banks set forth Agent and at times or intervals as the Agent may elect, provided that if the Cash Concentration Account Bank does not receive directions from the Agent to transfer such cash to its Agent’s Account on Schedule 2.7(aor before Thursday of any week, the Cash Concentration Account Bank shall be instructed to transfer such cash to such Borrower’s operating account on the immediately following Friday, (iv) (each, a “Cash Management Bank”)authorize, and shall request the Companies do hereby authorize, the Agent to cause all funds transferred to the Agent Account to be credited to the Loan Account and applied to reduce the Obligations outstanding from time to time in writing accordance with Section 2.07 hereof, (v) take all such actions as the Agent deems necessary or advisable to send all cash, all proceeds from the sale of Inventory, all remittances or other proceeds of Collateral to the Agent Account to be applied to the Obligations as described in clauses (i) through (v) above, (vi) on or before the Effective Date, deliver to the Agent (A) Depository Account Agreements executed by the relevant Loan Party and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management each Depository Bank, and (iiB) deposit a Cash Concentration Account Agreement executed by the Borrower and the Cash Concentration Account Bank, (vi) take such other actions as the Agent deems necessary or advisable to grant to the Agent dominion and control over the funds in the Depository Accounts and the Cash Concentration Account, (vii) notify the Agent in writing not later than five Business Days prior to the establishment of any new Depository Accounts, and (viii) cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject delivered to the foregoing and (ii) Agent, prior to the requirements deposit of any funds in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrowersuch new Depository Account, a Depository Account Agreement, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account satisfactory to the Agent’s Account, duly executed by the Borrower and such new Depository Account Bank. Agent agrees not to issue an Activation Instruction with respect to Notwithstanding the Cash Management Accounts unless an Event of Default has occurred and is continuing at foregoing, the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to maintain operating accounts with commercial banks located near the time Refinery with aggregate deposits not in excess of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close $1,000,000 at any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmenttime. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower Except for Excluded Accounts and Deposit Accounts and Securities Accounts acquired in the SoCal Acquisition which shall not be required to comply with this section prior to ninety (90) days after the Closing Date, the Loan Parties shall and shall cause each of its their Subsidiaries (other than Princeton Canada) to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower Borrowers or one of its their Subsidiaries) into a bank account in AgentAdministrative Borrower’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agentthe Loan Parties. Each such Cash Management Agreement shall provide, among other things, that (i) after the occurrence and during the continuance of an Event of Default, the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower Borrowers or its their Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (after the occurrence and during the continuance of an “Activation Instruction”)Event of Default, the Cash Management Bank will forward forward, by daily sweep sweep, all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower Borrowers (or its their Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts Cash Management Accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Each Cash Management Accounts Account shall be a cash collateral accounts account subject to a Control AgreementsAgreement. (e) The Borrowers shall, and shall cause each of their respective Subsidiaries (other than Princeton Canada) that receive Collections through credit card charges to, establish and maintain Credit Card Agreements with Agent and each Credit Card Processor. Each such Credit Card Agreement shall provide, among other things, that each such Credit Card Processor shall, on a daily basis (on each Business Day), transfer all proceeds of credit card charges for sales by such Loan Party or such Subsidiary, as applicable, received by it (or other amounts payable by such Credit Card Processor) into the Deposit Accounts designated on Schedule 2.7(a) as the “credit card depository account” (the “Credit Card Depository Account”). Borrowers shall cause all available funds in its Credit Card Depository Account to be remitted, on a daily basis by wire transfer at the end of each Business Day, to a Cash Management Account. No Borrower nor any Subsidiary of any Borrower may change any direction or designation set forth in the Credit Card Agreements regarding payment of charges without the prior written consent of Agent, which will not be unreasonably withheld as long as any new direction or designation is to a bank account subject to a Control Agreement. Without limiting the foregoing or any other provision of this Agreement, in the event a Credit Card Agreement is not in effect with respect to any credit card charge processing arrangement of any Loan Party or Subsidiary of a Loan Party (other than Princeton Canada), such Loan Party or Subsidiary (as applicable) shall instruct such credit card charge processor to remit all proceeds of credit card charges or sales processed by such processor to the applicable Credit Card Depository Accounts and shall not rescind or alter such instruction without the prior written consent of Agent.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s - 53 - reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its their Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their Subsidiaries’ ' Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) or (b) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its Subsidiarya Subsidiary of a Borrower, as applicable) , and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. A Borrower (or its Subsidiariesa Subsidiary of a Borrower, as applicable) , shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby grants a Lien to Control AgreementsAgent.

Cash Management. Except as required by the terms of this Section 7.1.9, the Borrower will keep all of its operating accounts, Deposit Accounts and other bank accounts separate from, and will not co-mingle any of its cash or money with, those of other Persons (including its Subsidiaries). The Borrower will, and will cause each Subsidiary Guarantor to: (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ such Person’s Account Debtors forward payment of the all amounts owed by them directly to such Cash Management BankPerson to the Depositary Account, and (iib) deposit deposit, or cause to be deposited deposited, promptly, and in any event no later than the first second Business Day after the date of receipt thereof, all of their such Person’s Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Depositary Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, the Borrower may amend Item 6.19(a) and Item 6.19(b) of the Disclosure Schedule 2.7(a) to add or replace a Cash Management Bank one or Cash Management Accountmore of the Deposit Accounts; provided, however, that (i) the prospective depository institution at which such prospective Cash Management Bank Deposit Account will be held shall be reasonably satisfactory to Agent, the Agent and (ii) in the event such Deposit Account will replace or be in addition to a Deposit Account set forth on Item 6.19(a) of the Disclosure Schedule hereto, prior to the time of the opening of such Cash Management Deposit Account, the Borrower (or its Subsidiary, as applicable) relevant Subsidiary and such prospective Cash Management Bank depository institution shall have executed and delivered to the Agent a Cash Management AgreementControl Agreement in respect of such Deposit Account. The Borrower (or its Subsidiaries, as applicable) shall close or cause to be closed any of its Cash Management such Deposit Accounts (and establish replacement cash management accounts Deposit Accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank depository institution holding such Deposit Account is no longer acceptable in the Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with depository institution holding such Cash Management Bank Deposit Account is no longer acceptable in the Agent’s reasonable judgment. (d) . The Cash Management Accounts Borrower shall establish on or before the Effective Date and maintain at the Borrower’s expense the Depositary Account. All proceeds from the Working Interests shall be cash collateral accounts subject immediately deposited into the Depositary Account, pursuant to Control Agreementsirrevocable instructions provided to the Operator. Amounts within the Depositary Account shall be disbursed in accordance with the Waterfall set forth in Section 3.1.

Cash Management. (a) On or prior to the Final Facility Effective Date, Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent (it being agreed that the terms in effect on the Interim Facility Effective Date are satisfactory) at one or more of the banks set forth on Schedule 2.7(a) to the Interim DIP Credit Agreement (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that that, except as permitted by Section 7.12, all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first three Business Day Days after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a the “Cash Management AccountAccounts”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower. Unless otherwise approved by the Agent, in form and substance reasonably acceptable to Agent. Each each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not , which amount shall be applied on and after the Final Facility Effective Date, to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issuedrepay any outstanding Advances. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 thirty (30) days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 sixty (60) days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Each Cash Management Accounts Account shall be a cash collateral accounts account subject to a Control AgreementsAgreement. (e) Notwithstanding the foregoing, the requirements set forth in this Section 2.7 are subject to the Final Bankruptcy Court Order.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each On the Closing Date, each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, Borrowers in form and substance reasonably acceptable to Agent, provided that such Cash Management Agreements may not be implemented until 30 days after the Closing Date. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) or (b) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) Borrowers shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Except as otherwise permitted under Section 7.12, each Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their its Collections (including those sent directly by their its Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account set forth in AgentSchedule 2.7(a) in such Borrower’s name and with respect to which Agent has been granted control under Section 9-104 of the Code (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Except as otherwise permitted under Section 7.12, each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and the applicable Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank agrees that it will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicablethe applicable Borrower, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), only with respect to the Cash Management Bank Agreements of US Borrower, upon notice from Agent (which shall only be given by Agent upon a Triggering Event), it immediately will forward by daily sweep all amounts in the applicable Cash Management Account of US Borrower to the Agent’s Account. Agent agrees Account for US Borrower (it being understood that this Section 2.7 does not to issue an Activation Instruction with respect apply to the Cash Management Accounts unless an Designated Account). The foregoing notwithstanding, so long as no Default or Event of Default has occurred and is continuing at continuing, upon Agent’s receipt of all amounts from the time applicable Cash Management Account of US Borrower pursuant to clause (iii) of the immediately preceding sentence, Agent shall immediately forward such Activation Instruction is issuedamounts by same day sweep into US Borrower’s Deposit Account bearing account number 1233433016 and maintained with Bank of America, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other account as shall be acceptable to Administrative Borrower and Agent in its Permitted Discretion. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank (which consent shall not be required with respect to any additional Cash Management Account at an existing Cash Management Bank and otherwise shall not be unreasonably withheld), and (ii) prior to the time of the opening of such Cash Management Account, the applicable Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. A Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 60 days of notice from Agent (or such longer period as the such Borrower and Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 90 days of notice from Agent (or such longer period as the such Borrower and Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Except as otherwise permitted under subsections (a) and (b) above and Section 7.12, each Cash Management Accounts Account shall be a cash collateral accounts subject account, with all cash, checks and similar items of payment in such account securing payment of the Obligations of the Borrower that is the account party with respect to Control Agreementssuch account, and in which such Borrower has granted a Lien to Agent.

Cash Management. (a) Each Day One Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of Post Closing Borrower that has satisfied the banks conditions set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall request out in writing and otherwise take such reasonable steps to Section 5.2 will ensure that all cash, cheques or other similar payments relating to or constituting payments made in respect of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly Accounts owing to such Cash Management Bank, and Borrower are promptly (ii) deposit or cause to be deposited promptly, and in any event no later than within three Business Days) deposited (whether directly or indirectly) into Collection Accounts or Floating Charge Accounts, in a manner that is reasonably satisfactory to the first Business Day after the date of receipt thereofAdministrative Agent. Until so deposited, all of their Collections (including those sent directly such payments shall be held on trust by their Account Debtors to each Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one for the benefit of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing Administrative Agent and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accountsbe commingled with any other funds or property of any Borrower. (b) Each Upon the occurrence and during the continuation of a Cash Management Bank shall establish and maintain Cash Management Agreements with Dominion Period, the bank at which any Collection Account or Concentration Account are maintained shall, upon receipt of notice by the Collateral Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and Dominion Period, commence the process of daily sweeps from such accounts into an account designated for returned checks or other items of payment, and (iii) upon the instruction of purposes by the Administrative Agent. The Administrative Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account shall be given sufficient access to the Agent’s Account. Collection Accounts and the Concentration Accounts to ensure that the Administrative Agent agrees not shall be able to issue an Activation Instruction with respect apply funds credited to the any Collection Account or Concentration Account in its sole discretion during a Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issuedDominion Period pursuant to Section 4.2(b) hereof. (c) So long as no Default or Event of Default Each Day One Borrower and each Post Closing Borrower that has occurred satisfied the conditions set out in Section 5.2 shall ensure that each Collection Account and is continuingConcentration Account is, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to unless otherwise agreed by the Administrative Agent, subject to a Lien and (ii) prior to the time of the opening of such Cash Management Account, Borrower a Deposit Account Control Agreement (or its Subsidiaryother arrangement (including, as applicablebut not limited to, a notice and acknowledgment arrangement) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiarieswith similar effect), as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentwhich, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management any Collection Account and any Concentration Account, shall ensure that such Collection Accounts or are blocked and, in the case of any Concentration Account located in England, under the sole control of the Administrative Agent and/or Collateral Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Each Obligor agrees, with respect to the Collection Accounts that are part of the European Cash Management Arrangements, (i) not to request the termination of the real time zero balancing arrangements, (ii) not to amend the real time nature of the zero balancing sweep (which, for the avoidance of doubt requires the immediate sweeping of amounts received to the Concentration Account) and (iii) not to request the withdrawal of moneys from the Collection Accounts which are part of the European Cash Management Arrangements. (e) In the event that zero balancing arrangements which are part of the European Cash Management Arrangements are amended (in any material respect) or terminated by the relevant account bank (or the account bank sends an Obligor a notice that it intends to cancel the zero balancing arrangements), the Obligors shall be cash collateral accounts promptly inform the Administrative Agent and, at the request of the Administrative Agent, shall promptly enter into such Deposit Account Control Agreements with respect to the bank account(s) affected by the termination of the zero balancing arrangements as the Administrative Agent may request. (f) Notwithstanding paragraphs (d) and (e) above, in the event that the European Cash Management Arrangements are moved to a different account bank, the Administrative Agent agrees that it will work together with the Administrative Borrower to agree to the putting in place of arrangements which have equivalent effect and protections for the Administrative Agent, Collateral Agent and Lenders as the then current European Cash Management Arrangements (in light of any changed circumstances of the new European Cash Management Arrangements (including, without limitation, whether or not such arrangements are subject to Control Agreementsautomatic zero balancing)).

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash and treasury management services (including, without limitation, its operating accounts and other Deposit Accounts and Securities Accounts), of a type and on terms reasonably satisfactory to Agent Agent, at one or more of the banks set forth on Schedule 2.7(a) 5.15 (eachin such capacity, a the “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such the Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name held at the Cash Management Bank (a “Cash Management Account”) at one of the Cash Management Banks); provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 5.15 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain cash management agreements (“Cash Management Agreements Agreements”) with the Agent and Borrower, in form and substance reasonably acceptable to the Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by the Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of the Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. The Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) 5.15 to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to the Agent, and (ii) prior to the time of the opening of such Cash Management Account, the Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to the Agent a Cash Management Agreement. The Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from the Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in the Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from the Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or the Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in the Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall The Parent Borrower, the other Borrowers and shall cause each of its Subsidiaries to (i) establish Loan Party shall, along with the Agent and maintain cash management services of a type and on terms certain financial institutions selected by the Loan Parties, reasonably satisfactory to the Agent at one and located in the United States or more of Canada (the banks set forth on Schedule 2.7(a) (each, a “Cash Management BankCollection Banks”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and enter into within ninety (ii90) deposit or cause to be deposited promptly, and in any event no later than the first Business Day days after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent Closing Date (or such longer period as the Agent may reasonably agree; but ), and thereafter maintain, separate Cash Management Control Agreements with respect to all deposit accounts (other than Exempt Accounts). Each Loan Party shall instruct all Account Debtors of such Loan Party to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in no event later than 60 days after such notice is given) that the creditworthiness applicable deposit account of the applicable Loan Party. All amounts received by any Loan Party and any Collection Bank, in respect of any Account, in addition to all other cash received from any other source (other than cash and Cash Management Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5.0 million in the aggregate at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank is no longer acceptable and/or open new deposit accounts, subject (in Agent’s reasonable judgment, or as promptly as practicable and in the case of opening any event within 60 days of notice from Agent new deposit account) to the contemporaneous (or such longer period as the Agent may reasonably agree) execution and delivery to the Agent of a Cash Management Control Agreement consistent with the provisions of this Section 2.21 and otherwise reasonably satisfactory to the Agent. (b) So long as no Dominion Period then exists in respect of which the Agent has delivered notice thereof as contemplated by the definition thereof, the Loan Parties shall be permitted to withdraw cash and Cash Equivalents from Controlled Accounts to be used for working capital and general corporate purposes. If a Dominion Period exists and Agent has delivered notice thereof as contemplated by the definition thereof, all collected amounts held in the Controlled Accounts shall be applied as provided in Section 2.21(c). (c) Each Cash Management Control Agreement relating to a Controlled Account shall (unless otherwise reasonably agreed by the Agent) include provisions that allow, during any Dominion Period if the Agent so elects, for all collected amounts held in such Controlled Account from and after the date requested by the Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to one or more accounts maintained with the Agent (each, an “Agent Deposit Account”). Subject to the terms of the respective Security Document, during any Dominion Period, all amounts received in an Agent Deposit Account shall be applied (and allocated) by the Agent on a daily basis in the following order: (i) first, (A) if so elected by the Agent, to the payment (on a ratable basis) of any outstanding fees and expenses actually due and payable to the Agent under any of the Loan Documents and (B) to repay or prepay outstanding Loans advanced by the Agent on behalf of the Lenders pursuant to Section 2.1(d); but (ii) second, to the extent all amounts referred to in preceding clause (i) have been paid in full, (A) if so elected by the applicable Issuing Bank or the Swingline Lender, to pay (on a ratable basis) all outstanding expenses actually due and payable to each Issuing Bank and the Swingline Lender under any of the Loan Documents and (B) to repay all outstanding unpaid LC Disbursements and Swingline Exposure and all interest thereon; (iii) third, to the extent all amounts referred to in preceding clauses (i) and (ii) have been paid in full, (A) to pay (on a ratable basis) all accrued and unpaid interest actually due and payable on the Revolving Credit Loans and (B) if so elected by the applicable Secured Party, to pay all accrued and unpaid fees actually due and payable to the Agent, the Issuing Banks, the Swingline Lender, and the Lenders under any of the Loan Documents with respect to the Revolving Credit Loans; (iv) fourth, to the extent all amounts referred to in preceding clauses (i) through (iii), inclusive, have been paid in full, to repay (on a ratable basis) the outstanding principal of Revolving Credit Loans (whether or not then due and payable); (v) fifth, to the extent all amounts referred to in preceding clauses (i) through (iv), inclusive, have been paid in full, to the Cash Collateralization (on a ratable basis) of all LC Exposure in accordance with Section 2.4(j); (vi) sixth, to the extent all amounts referred to in preceding clauses (i) through (v), inclusive, have been paid in full, to pay (on a ratable basis) all other outstanding Obligations then due and payable to the Agent and the Lenders under any of the Loan Documents with respect to the Revolving Credit Loans; and (vii) seventh, to the extent all amounts referred to in preceding clauses (i) through (vi) inclusive, have been paid in full and so long as no Specified Event of Default then exists, to be returned to the applicable Borrowers for such Borrowers’ own account; provided, in no event later than 90 days after such notice is given) that the operating performance, funds transfer, shall any amounts received in an Agent Deposit Account from a Canadian Loan Party or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts any amount owed to a Canadian Loan Party be applied or Agent’s liability under allocated by the Agent to the US Obligations or any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentObligation of a US Loan Party. (d) The Cash Management Accounts Subject to the terms and conditions of Section 9.3, all costs and expenses to effect the foregoing (including reasonable legal fees and disbursements of counsel) shall be paid by the Loan Parties. (e) Agent agrees that immediately upon the termination of the Dominion Period it shall stop transferring amounts from the Controlled Accounts to accounts maintained with the Agent pursuant to this Section 2.21, and the Loan Parties shall be permitted to withdraw cash collateral accounts subject and Cash Equivalents from Controlled Accounts to Control Agreementsbe used for working capital and general corporate purposes.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and The Loan Parties shall, at all times, maintain cash management services of a type arrangements and on terms procedures reasonably satisfactory to Agent at one or more (it being understood that such arrangements and procedures existing as of the banks set forth on Schedule 2.7(aClosing Date are satisfactory); provided that from and after the Closing Date, the Borrower and the other Loan Parties will maintain their primary concentration and collection accounts and their primary disbursement and operating accounts with the Agent or its affiliates and maintain all (to the extent practicable to do so) depository accounts (including local store depository accounts, except for local store deposit accounts in locations where the Agent and its Affiliates do not have branches) and other cash management relationships (including controlled disbursement accounts and ACH transactions) with the Agent or its Affiliates. (b) On or prior to the Closing Date, each of the Loan Parties shall: (i) deliver to the Agent copies of notifications (each, a “Cash Management BankCredit Card Notification”) substantially in the form attached hereto as Exhibit H which have been executed on behalf of such Loan Party and delivered to each of such Loan Party’s Credit Card Processors which Credit Card Processors are listed on Schedule 5.24(b), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and ; and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) enter into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, Blocked Account Agreement in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related satisfactory to the administration of Agent with each bank at which one or more Blocked Accounts or Securities Accounts are maintained (each, a “Blocked Account Bank”) covering such Cash Management Blocked Accounts and Securities Accounts; provided that, such Blocked Account and for returned checks or other items of payment, and Agreements may be put in place within sixty (iii60) upon days following the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent Closing Date (or such longer period as the Agent may reasonably agree; but agree in its Permitted Discretion). (c) The Loan Parties shall ACH or wire transfer no event later less frequently than 60 days after such notice is givendaily (and whether or not there are then any outstanding Obligations) that to a Blocked Account subject to a Blocked Account Agreement all of the creditworthiness following (other than, in each case, amounts maintained in any Excluded DDA or proceeds from the sale of Inventory in the Loan Parties’ retail stores on deposit in one or more Retail DDAs): (i) all proceeds of collections of Accounts; (ii) all net proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any Cash Management Bank is no longer acceptable sale or other transaction or event; DB1/ 123795142.13 (iii) all available cash receipts from the sale of Inventory (including without limitation, proceeds of credit card charges) and other assets (whether or not constituting Collateral); and (iv) the then contents of each DDA (other than any Excluded DDA or Retail DDA) (net of any minimum balance, not to exceed $300,000 in Agent’s reasonable judgment, the aggregate for all DDAs (other than any Excluded DDA or as promptly as practicable and in Retail DDA) at any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmenttime). (d) The Loan Parties shall promptly (and, in any event, within two (2) Business Days) ACH or wire transfer (and whether or not there are then any outstanding Obligations) to a Blocked Account subject to a Blocked Account Agreement all amounts on deposit in each of the Retail DDAs to the extent that those amounts exceed: (i) $50,000 on deposit in any individual Retail DDA, or (ii) $3,000,000 on deposit in all Retail DDAs in the aggregate. (e) Upon the occurrence and during the continuance of a Cash Management Accounts Dominion Event and receipt of notice from the Agent (and whether or not there are then any outstanding Obligations), in addition to the requirements set forth in clause (c) above: (i) the Loan Parties shall ACH or wire transfer no less frequently than daily to a concentration account maintained by the Agent at Citizens Bank (the “Collection Account”) the then contents of each DDA (other than any Excluded DDA) (net of any minimum balance, not to exceed $300,000 in the aggregate for all DDAs (other than any Excluded DDA) at any time); (ii) the Loan Parties shall, and shall cause each Blocked Account Bank to, ACH or wire transfer no less frequently than daily to the Collection Account the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $2,500 for each Blocked Account, as may be required to be kept in the subject Blocked Account by the Blocked Account Bank); and (iii) such transferred amounts described in the foregoing clause (i) and clause (ii) shall be cash applied by Agent to repay outstanding Loans, L/C Obligations, other amounts then due and payable hereunder, and to Cash Collateralize outstanding Letters of Credit. The Loan Parties shall undertake all action which may be necessary to effectuate the foregoing ACH and wire transfers as and when required hereunder. (f) The Collection Account shall at all times be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Collection Account, (ii) the funds on deposit in the Collection Account shall at all times be collateral security for the Obligations, and (iii) the funds on deposit in the Collection Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections while a Cash Dominion Event exists, such proceeds and collections shall be held in trust by such Loan Party for the Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Collection Account or dealt with in such other fashion as such Loan Party may be instructed by the Agent. Notwithstanding the foregoing, to the extent that no Obligations are outstanding, any amounts deposited in the Collection Account shall be disbursed by the Agent to such depository accounts subject as may be designated by the Borrower. DB1/ 123795142.13 (g) Upon the reasonable request of the Agent, the Loan Parties shall cause bank statements and/or other reports to Control Agreementsbe delivered to the Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.

Cash Management. (a) Parent and Borrower shall and Borrower shall cause each of its Subsidiaries to (i) establish and maintain on the Closing Date cash management services of a type and on terms reasonably satisfactory to Agent the Required Lenders and maintain from and after the Closing Date cash management services of a type and on terms similar to those cash management services established on the Closing Date (it being understood that the cash management services established on the Closing Date are satisfactory to the Required Lenders), at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall (ii) request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ ' Account Debtors and Credit Card Processors forward payment of the amounts owed by them directly to such Cash Management Bank, and (iiiii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors and Credit Card Processors to Borrower Parent, Borrower, or one of its Borrower's Subsidiaries) into a bank account in Agent’s Parent's, Borrower's, or such Subsidiary's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent Agent, Parent, Borrower, and Borrower, in form and substance reasonably acceptable to Agent's Subsidiaries. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower Parent, Borrower, or its Borrower's Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon from and after the instruction of Agent (an “Activation Instruction”)date that the Cash Management Bank receives written notification from Agent, the Cash Management Bank will forward forward, by daily sweep sweep, all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees that it shall not to issue an Activation Instruction with respect provide such written notification to the Cash Management Accounts Bank unless and until either of the following events (each, a "Triggering Event") has occurred: (A) an Event of Default has occurred and is continuing continuing, or (B) Excess Availability plus Qualified Cash is less than (i) $50,000,000 at any time during the period from and after the date of the execution and delivery of this Agreement up to (but not including) the date that is the first anniversary of the Closing Date, and (ii) $40,000,000 at any time thereafter. Once a Triggering Event has occurred, Agent shall be free to exercise its right to issue such Activation Instruction is issuednotice and the subsequent elimination, cure, or waiver of such Triggering Event shall not eliminate the effectiveness of such notice. (c) Schedule 2.7(c) sets forth all of Parent's, Borrower's and each of Borrower's Subsidiaries' Credit Card Processors. Parent and Borrower shall establish and maintain (and Borrower shall cause its Subsidiaries that receive Collections through credit card charges to establish and maintain) Credit Card Agreements with Agent and each Credit Card Processor. Each such Credit Card Agreement shall provide, among other things, that each such Credit Card Processor shall transfer all proceeds of credit card charges for sales by Parent, Borrower, or such Subsidiary, as applicable, received by it (or other amounts payable by such Credit Card Processor) into a Cash Management Account on a daily basis. Neither Parent, Borrower, nor any Subsidiary of Borrower may change the designation of a Cash Management Account in any Credit Card Agreement as the Deposit Account to which all such proceeds must be transferred without the prior written consent of Agent, and neither Parent, Borrower, nor any Subsidiary of Borrower shall cause the proceeds of credit card charges to be transferred to any Deposit Account other than a Cash Management Account. (d) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) or Schedule 2.7(c) to add or replace a Cash Management Bank or Bank, Cash Management Account, or Credit Card Processor; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Parent, Borrower (or its Borrower's Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. , and (ii) prior to adding or replacing such Credit Card Processor, Parent, Borrower (or its SubsidiariesBorrower's Subsidiary, as applicable) and such prospective Credit Card Processor shall close any of its Cash Management Accounts (have executed and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from delivered to Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmenta Credit Card Agreement. (de) The Each Cash Management Accounts Account shall be cash collateral accounts subject to a Control AgreementsAgreement.

Cash Management. (a) Borrower Parent shall and shall cause each of its Subsidiaries the Obligors to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower Borrowers or one of its their Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agentthe applicable Obligor. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower Parent or any of its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”)it will forward, the Cash Management Bank will forward by daily sweep sweep, all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) the applicable Obligor and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) The applicable Obligor shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Each Cash Management Accounts Account shall be a cash collateral accounts account subject to a Control AgreementsAgreement.

Cash Management. (a) The Borrower shall and each other Loan Party shall, along with the Administrative Agent and certain financial institutions selected by the Loan Parties, reasonably satisfactory to the Administrative Agent (the “Collection Banks”), enter into within 90 days after the Closing Date (or, if after the Closing Date, 90 days after the opening thereof) (or, in each case, such longer period as the Administrative Agent may reasonably agree), and thereafter maintain, separate Cash Management Control Agreements with respect to all deposit accounts (other than Exempt Accounts or the Asset Sales Proceeds Account). Each Loan Party shall cause each of its Subsidiaries to (i) establish the Accounts of any Account Debtor (other than Medicare/Medicaid Account Debtors) to be remitted and maintain cash management services of a type collected by the applicable Collection Bank and on terms reasonably satisfactory to Agent at one or more deposited in the applicable Controlled Account of the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, applicable Loan Party and (ii) deposit Medicare/Medicaid Account Debtors of the Loan Parties (or cause any paying agent thereof) to remit all payments to the Medicare/Medicaid Accounts with respect to all Accounts of such Medicare/Medicaid Account Debtor. All amounts received by any Loan Party and any Collection Bank, in respect of any Account (other than (x) cash received (and to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”maintained) at one a retail store in an amount necessary for the operation of such retail store in the Cash Management Banks; provided that (i) the Borrower may keep up ordinary course of business not to exceed $25,000 50,000,000 in the aggregate for all retail stores, (y) amounts received in accounts that are not subject to the foregoing respect of Accounts of Medicare/Medicaid Account Debtors and (iiz) cash and Cash Equivalents maintained in Exempt Accounts or the requirements in this Section 2.7 Asset Sales Proceeds Account), shall promptly upon receipt be deposited or Section 4.7 shall not apply to Excluded Deposit Accountsswept into a Controlled Account. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, So long as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”)Dominion Period then exists, the Loan Parties shall be permitted to withdraw cash and Cash Management Bank will forward by daily sweep Equivalents from Controlled Accounts. If a Dominion Period exists, all collected amounts held in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Controlled Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issuedshall be applied as provided in Section 2.24(c). (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Each Cash Management Bank Control Agreement relating to a Controlled Account shall (unless otherwise reasonably agreed by the Administrative Agent) include provisions that allow, during any Dominion Period, for all collected amounts held in such Controlled Account from and after the date requested by the Administrative Agent, to be sent by ACH or Cash Management wire transfer or similar electronic transfer no less frequently than once per Business Day to one or more accounts maintained with the Administrative Agent (each, an “Agent Deposit Account; provided”). Subject to the terms of the respective Security Document, howeverduring any Dominion Period, that all amounts received in an Agent Deposit Account shall be applied (and allocated) by the Administrative Agent on a daily basis in the following order: (i) such prospective Cash Management first, to the payment (on a ratable basis) of any outstanding expenses actually due and payable to the Administrative Agent under any of the Loan Documents and to repay or prepay outstanding Loans advanced by the Administrative Agent on behalf of the Lenders pursuant to Section 2.4(d); (ii) second, to the extent all amounts referred to in preceding clause (i) have been paid in full, to pay (on a ratable basis) all outstanding expenses actually due and payable to each Lender and each Issuing Bank shall be reasonably satisfactory under any of the Loan Documents; (iii) third, to Agent, the extent all amounts referred to in preceding clauses (i) and (ii) prior have been paid in full, to each Issuing Bank to repay (on a ratable basis) all outstanding unpaid LC Disbursements and all interest thereon; (iv) fourth, to the time extent all amounts referred to in preceding clauses (i) through (iii) have been paid in full, to pay (on a ratable basis) all accrued and unpaid interest actually due and payable on the Tranche A Loans and all accrued and unpaid fees actually due and payable to the Administrative Agent, the Issuing Banks and the Lenders under any of the opening Loan Documents; (v) fifth, to the extent all amounts referred to in preceding clauses (i) through (iv), inclusive, have been paid in full, to repay (on a ratable basis) the outstanding principal of such Cash Management AccountTranche A Loans (whether or not then due and payable); (vi) sixth, Borrower to the extent all amounts referred to in preceding clauses (or its Subsidiaryi) through (v), as applicableinclusive, have been paid in full, to the cash collateralization (on a ratable basis) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts all LC Exposure in accordance with Section 2.7(j); (vii) seventh, to the foregoing sentenceextent all amounts referred to in preceding clauses (i) promptly through (vi) have been paid in full, to pay (on a ratable basis) all accrued and in unpaid interest actually due and payable on the FILO Loans and all accrued and unpaid fees actually due and payable to the Administrative Agent and the Lenders under any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect Loan Documents; (viii) eighth, to Cash Management Accounts the extent all amounts referred to in preceding clauses (i) through (vii), inclusive, have been paid in full, to repay (on a ratable basis) the outstanding principal of FILO Loans (whether or Agent’s liability not then due and payable); (ix) ninth, to the extent all amounts referred to in preceding clauses (i) through (viii), inclusive, have been paid in full, to pay (on a ratable basis) all other outstanding Obligations then due and payable to the Administrative Agent and the Lenders under any Cash Management Agreement with of the Loan Documents; and (x) tenth, to the extent all amounts referred to in preceding clauses (i) through (ix), inclusive, have been paid in full and so long as no Specified Event of Default then exists, to be returned to the Borrower for such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentits own account. (d) The All costs and expenses to effect the foregoing (including reasonable legal fees and disbursements of counsel) shall be paid by the Loan Parties. (e) If a Borrower or any other Loan Party shall establish any Asset Sale Proceeds Account pursuant to the requirements of Section 2.14(b) of the Term Loan Credit Agreement, the Borrower or such Loan Party shall, substantially concurrently therewith, enter into a Cash Management Accounts shall be cash collateral accounts subject Control Agreement with respect thereto providing for a perfected Lien on such Asset Sale Proceeds Account in favor of the Administrative Agent that is junior in priority to Control Agreementsthe Lien on such Asset Sale Proceeds Account in favor of the Term Loan Administrative Agent.

Cash Management. (a) Borrower shall Borrowers shall, and shall cause each of its Subsidiaries to the Guarantors to, (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “"Cash Management Bank”"), and shall immediately after closing request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ their Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Cash Management Bank or Collections received at a retail location of any Borrower or one of its Subsidiariesany Guarantor) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each The Cash Management Bank maintaining the Concentration Account and such other Cash Management Banks as may be required by Agent shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Concentration Account. Agent agrees not Upon the terms and subject to issue an Activation Instruction with respect to the conditions set forth in the Cash Management Accounts unless an Event of Default has occurred and is continuing at Agreement applicable to the time such Activation Instruction is issuedConcentration Account, all amounts received in the Concentration Account shall be swept into the Agent's Account. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) or (b) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (Borrowers or its SubsidiaryGuarantors, as applicable) , and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (Borrowers or its SubsidiariesGuarantor, as applicable) , shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower shall and shall cause each of its Domestic Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Domestic Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Domestic Subsidiaries) into a bank account in Agent’s name maintained with the relevant Cash Management Bank (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrower (or each Domestic Subsidiary, as applicable), in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Domestic Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) it will, upon the instruction of Agent (an “Activation Instruction”)notice from Agent, the Cash Management Bank will forward forward, by daily sweep sweep, all amounts in the applicable Cash Management Account to the Agent’s Account. Notwithstanding the foregoing, Agent agrees not to issue an Activation Instruction with respect send any notices or instructions to the Cash Management Bank which would restrict Borrower’s or a Domestic Subsidiary’s, as applicable, access to their respective Cash Management Accounts or cause amounts in the Cash Management Accounts to be swept to Agent’s Account unless an a Triggering Event of Default has occurred and is continuing at the time such Activation Instruction is issuedoccurred. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Domestic Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Domestic Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower As of the Effective Date, the Loan Parties shall and shall cause each of its Subsidiaries to (i) establish cause all cash and maintain cash management services all proceeds from accounts receivable and the sale of a type and on terms reasonably satisfactory Inventory constituting Revolver Priority Collateral Proceeds to Agent at one or more be deposited into the Cash Management Accounts that are deposit accounts in the ordinary course of business of the banks set forth on Schedule 2.7(aLoan Parties consistent with past practice, (ii) (each, a “Cash Management Bank”), and shall request cause all funds in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management BankAccounts that are deposit accounts to be transferred into the Cash Concentration Account in accordance with Section 9.01(g) below, (iii) cause all cash deposited in the Cash Concentration Account to be sent by wire transfer to the Administrative Agent’s Account on a daily basis, (iv) instruct the Administrative Agent to cause all funds transferred to the Administrative Agent’s Account to be credited to the Loan Account and applied to reduce the Obligations outstanding from time to time, and (iiv) deposit take all such actions as the Administrative Agent deems necessary or cause advisable to send all remittances with respect to, or other Proceeds of, Revolver Priority Collateral to the Administrative Agent’s Account to be deposited promptlyapplied to the Obligations, and in any event no later than (vi) have executed and delivered to the first Business Day after the date of receipt thereof, all of their Collections Administrative Agent (including those sent directly by their Account Debtors A) a Cash Management Agreement with respect to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “each Cash Management Account”, (B) at one a Concentration Account Agreement with respect to the Cash Concentration Account, and (C) any similar agreements that may be reasonably required by the Administrative Agent to establish the full cash dominion described above. Upon receipt by any Loan Party of collections of cash and any proceeds of Collateral, the Loan Parties shall immediately deposit all such payments into the Cash Concentration Account, Cash Management Accounts, or any deposit account or other bank account under the dominion and control of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit AccountsAdministrative Agent. (b) Each Cash Management Bank shall establish After the occurrence and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) during the Cash Management Bank will comply with any instructions originated by Agent directing the disposition continuance of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred Default, each Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and is all Account Debtors or third parties holding or otherwise concerned with any of the Collateral; provided that such notice shall direct that any proceeds of such Collateral be paid directly to the Administrative Agent, for the benefit of Agents and Lenders, and thereafter the Collateral Agent shall have the sole right to collect the Accounts and cause all payments to be made to the Administrative Agent to be deposited in the Administrative Agent’s Account and/or take possession of the Collateral and the books and records relating thereto. The Loan Parties shall not, without prior written consent of the Agents, grant any extension of time of payment of any Account, compromise or settle any Account for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except, in the absence of a continuing at the time such Activation Instruction is issuedEvent of Default, as permitted by Section 8.02(m). (c) So long Each Loan Party hereby appoints each Agent or its designee on behalf of such Agent as no Default or the Loan Parties’ attorney-in-fact with power exercisable during the continuance of an Event of Default has occurred to endorse any Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts, to sign any Loan Party’s name on any invoice or b▇▇▇ of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party to such address as such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is continuingirrevocable until all of the Loans, Letter of Credit Obligations and other Obligations under the Loan Documents are Paid in Full and all of the Loan Documents are terminated. (d) Nothing herein contained shall be construed to constitute any Agent as agent of any Loan Party for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents and the Lenders shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to any Agent and shall not be responsible in any way for the performance by any Loan Party of any of the terms and conditions thereof. (e) If any Account includes a charge for any tax payable to any Governmental Authority, each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Loan Parties’ account and to charge the Loan Parties therefor. The Administrative Borrower shall notify the Administrative Agent if any Account includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of such Account and shall not be liable for any taxes that may amend Schedule 2.7(abe due by reason of the sale and delivery creating such Account. (f) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agents and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law. (g) With respect to add or replace a each Cash Management Bank or Cash Management Account identified as a deposit account on Schedule 7.01(u), on the last Business Day of each month that the balance in any such account exceeds $5,000, the applicable Loan Party shall initiate a federal funds wire transfer of the balance of all available funds on deposit in such account in excess of $5,000 on such Business Day to the Concentration Account; provided, however, that (i) any time such prospective Cash Management Bank transfer would be in an amount of less than $1,000, such transfer shall be reasonably satisfactory to Agent, and (ii) prior to made only upon the time written request of the opening Administrative Agent. No Loan Party shall at any time maintain a balance in excess of such Cash Management Account, Borrower ($50,000 for a period exceeding three consecutive days located in an account at a bank or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent financial institution other than a Cash Management AgreementAccount or a Concentration Account. Borrower (or its SubsidiariesWithout limiting the foregoing, as applicable) shall close any the aggregate amount of its Cash Management Accounts (and establish replacement cash management accounts funds maintained by Loan Parties in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Local Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreementsnot exceed $500,000 at any time.

Cash Management. (a) Parent and Borrower shall and Borrower shall cause each of its Subsidiaries to (i) establish and maintain on the Closing Date cash management services of a type and on terms reasonably satisfactory to Agent the Required Lenders and maintain from and after the Closing Date cash management services of a type and on terms similar to those cash management services established on the Closing Date (it being understood that the cash management services established on the Closing Date are satisfactory to the Required Lenders), at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall (ii) request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors and Credit Card Processors forward payment of the amounts owed by them directly to such Cash Management Bank, and (iiiii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors and Credit Card Processors to Borrower Parent, Borrower, or one of its Borrower’s Subsidiaries) into a bank account in AgentParent’s, Borrower’s, or such Subsidiary’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent Agent, Parent, Borrower, and Borrower, in form and substance reasonably acceptable to Agent’s Subsidiaries. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower Parent, Borrower, or its Borrower’s Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon from and after the instruction of Agent (an “Activation Instruction”)date that the Cash Management Bank receives written notification from Agent, the Cash Management Bank will forward forward, by daily sweep sweep, all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees that it shall not to issue an Activation Instruction with respect provide such written notification to the Cash Management Accounts Bank unless and until either of the following events (each, a “Triggering Event”) has occurred: (A) an Event of Default has occurred and is continuing continuing, or (B) Excess Availability plus Qualified Cash is less than (i) $50,000,000 at any time during the period from and after the date of the execution and delivery of this Agreement up to (but not including) the date that is the first anniversary of the Closing Date, and (ii) $40,000,000 at any time thereafter. Once a Triggering Event has occurred, Agent shall be free to exercise its right to issue such Activation Instruction is issuednotice and the subsequent elimination, cure, or waiver of such Triggering Event shall not eliminate the effectiveness of such notice. (c) Schedule 2.7(c) sets forth all of Parent’s, Borrower’s and each of Borrower’s Subsidiaries’ Credit Card Processors. Parent and Borrower shall establish and maintain (and Borrower shall cause its Subsidiaries that receive Collections through credit card charges to establish and maintain) Credit Card Agreements with Agent and each Credit Card Processor. Each such Credit Card Agreement shall provide, among other things, that each such Credit Card Processor shall transfer all proceeds of credit card charges for sales by Parent, Borrower, or such Subsidiary, as applicable, received by it (or other amounts payable by such Credit Card Processor) into a Cash Management Account on a daily basis. Neither Parent, Borrower, nor any Subsidiary of Borrower may change the designation of a Cash Management Account in any Credit Card Agreement as the Deposit Account to which all such proceeds must be transferred without the prior written consent of Agent, and neither Parent, Borrower, nor any Subsidiary of Borrower shall cause the proceeds of credit card charges to be transferred to any Deposit Account other than a Cash Management Account. (d) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) or Schedule 2.7(c) to add or replace a Cash Management Bank or Bank, Cash Management Account, or Credit Card Processor; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Parent, Borrower (or its Borrower’s Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. , and (ii) prior to adding or replacing such Credit Card Processor, Parent, Borrower (or its SubsidiariesBorrower’s Subsidiary, as applicable) and such prospective Credit Card Processor shall close any of its Cash Management Accounts (have executed and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from delivered to Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmenta Credit Card Agreement. (de) The Each Cash Management Accounts Account shall be cash collateral accounts subject to a Control AgreementsAgreement.

Cash Management. Such Obligor shall: (a) maintain at all times after the Account Control Agreement Completion Date an aggregate amount of cash of the Borrower shall and shall cause each of its Subsidiaries at least equal to the Minimum Liquidity Amount in deposit accounts, disbursement accounts, investment accounts (iand other similar accounts) establish and maintain cash management services of and/or lockboxes over which each Obligor shall have granted a type and on terms reasonably satisfactory Lien to Agent at one or more the Administrative Agent, for the benefit of the banks set forth on Schedule 2.7(aSecured Parties, and with a bank or financial institution within the U.S. which has executed and delivered to the Administrative Agent an account control agreement, in form and substance reasonably acceptable to the Administrative Agent (each such deposit account, disbursement account, investment account (or similar account) (eachand lockbox, a “Cash Management BankControlled Account”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and ; (iib) deposit or cause to be deposited promptly, and in any event no later than the first five (5) Business Day Days after the date of receipt thereofthereof (or such longer period of time as agreed by the Administrative Agent in its sole discretion), all cash, checks, drafts or other similar items of their Collections (including those sent directly by their Account Debtors payment and relating to Borrower or one constituting payments made in respect of its Subsidiaries) any and all accounts and other rights and interests into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) on and after the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerAccount Control Agreement Completion Date, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Controlled Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the Account Control Agreement Completion Date, deposit accounts held by the Obligors in the United States; provided that this Section 8.18(b) shall not apply to any Foreign Subsidiary; (c) at any time after the occurrence and during the continuance of an Event of Default, at the request of the opening Administrative Agent, each Obligor shall cause all payments constituting proceeds of such Cash Management Account, Borrower (or its Subsidiary, as applicable) accounts to be directed into lockbox accounts under agreements in form and such prospective Cash Management Bank shall have executed and delivered substance satisfactory to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Administrative Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment.; (d) The notwithstanding the foregoing, it is agreed that the Obligors shall have until the date that is sixty (60) days following the closing date of a Permitted Acquisition (or such later date following the closing date of such Permitted Acquisition as may be agreed to by the Administrative Agent in its sole discretion) to comply with the provisions of this Section 8.18 with regard to such accounts (other than Excluded Accounts) acquired by the Obligors in connection with such Permitted Acquisition. At any time that any MSC Subsidiary holds any cash, the Borrower shall ensure that the aggregate amount of cash and Cash Management Equivalent Investments held in Controlled Accounts shall be cash collateral accounts subject is greater than or equal to Control Agreements105% of the amount required to prepay the outstanding Obligations in full at such time.

Cash Management. (a) Borrower On or before the time required by Section 3.2(c), Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a2.6(a) (each, each a “"Cash Management Bank”"), and shall request in writing --------------- -------------------- and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including including, without limitation, (A) those sent directly by their Account Debtors to Borrower a Cash Management Bank, (B) the proceeds of any sale or one other disposition of its the assets or Stock of VHC, Scientific Exchange, Promotech, Imedex or the Foreign Subsidiaries, (C) the proceeds of any disposition of the equity of ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., and (D) funds released from that certain deposit account described in clause (n) of the definition of Permitted Liens) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon it will remit all proceeds received therein to the instruction of Agent's Account at all times after the Agent has provided a notice (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in a "Triggering Event Notice") to the applicable Cash Management Account Bank. The ----------------------- Agent may provide a Triggering Event Notice to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the applicable Cash Management Accounts unless Bank if either (1) an Event of Default has occurred and is continuing at hereunder, or (2) Borrowers' Excess Availability plus Unrestricted Cash is less than $25,000,000 in the time such Activation Instruction is issuedaggregate. Upon the terms and subject to the conditions set forth in the Cash Management Agreements, from and after the receipt by a Cash Management Bank of a Triggering Event Notice, all amounts received in the applicable Cash Management Account, shall be wired each Business Day into the Agent's Account. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a2.6(a) to add or replace --------------- a Cash Management Account Bank or Cash Management Account; provided, however, -------- ------- that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) Borrowers shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower shall Annexed hereto as Schedule 4.16, as the same may be modified from time to time by notice to the Administrative Agent, is a schedule of all DDAs, Securities Accounts and shall cause Concentration Accounts that are maintained by the Qualified Loan Parties, which schedule includes, with respect to each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one depository or more of the banks set forth on Schedule 2.7(a) (eachsecurities intermediary, a “Cash Management Bank”)as applicable, and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing name and address of such depository; (ii) the requirements in this Section 2.7 account number(s) (and account name(s) of such bank account(s)) maintained with such depository or Section 4.7 shall not apply to Excluded Deposit Accountssecurities intermediary, as applicable, and (iii) a contact person at such depository or securities intermediary, as applicable. (b) Each Cash Management Bank Qualified Loan Party shall establish and maintain Cash Management Agreements (i) deliver to the Administrative Agent notifications executed on behalf of each such Qualified Loan Party to each depository institution with Agent and Borrowerwhich any DDA (other than Excluded Accounts) is maintained, in form and substance reasonably acceptable satisfactory to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Administrative Agent directing the disposition of the funds Administrative Agent’s interest in such Cash Management Account without further consent DDA (each, a “DDA Notification”), (ii) instruct each depository institution for a DDA (other than Excluded Accounts) that the amount in excess of the minimum balance (not to exceed $1.0 million per account or $3.0 million in the aggregate) of any required by Borrower the bank at which such account is maintained and available at the close of each Business Day in such DDA should be swept to one of the Qualified Loan Parties’ Concentration Accounts no less frequently than on a once every Business Day, such instructions to be irrevocable unless otherwise agreed to by the Administrative Agent, (iii) enter into a blocked account agreement or its Subsidiariessecurities account control agreement, as applicable, (ii) each, a “Blocked Account Agreement”), in form reasonably satisfactory to the Cash Management Bank has no rights of setoff Administrative Agent, with the Administrative Agent or recoupment the Collateral Agent and any securities intermediary or any other claim against bank with which such Qualified Loan Party maintains a Securities Account or Concentration Account into which the applicable Cash Management Account DDAs (other than for payment of its service fees Excluded Accounts) are swept (each such account, a “Blocked Account” and other charges directly related to collectively, the administration of “Blocked Accounts”), covering each such Cash Management Securities Account and for returned checks or other items of paymentConcentration Account maintained with such securities intermediary or bank, as applicable, and (iiiiv) upon the instruction (A) instruct all Account Debtors of Agent (an “Activation Instruction”), the Cash Management Bank will forward such Qualified Loan Party that remit payments of Accounts of such Account Debtor regularly by daily sweep check pursuant to arrangements with such Qualified Loan Party to remit all amounts in such payments to the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction “P.O. Boxes” or “Lockbox Addresses” with respect to the Cash Management applicable DDA or Concentration Account, which remittances shall be collected by the applicable bank and deposited in the applicable DDA or Concentration Account or (B) cause the checks of any such Account Debtors to be deposited in the applicable DDA or Concentration Account within two Business Days after such check is received by such Qualified Loan Party. All amounts received by the Parent Borrower or any of its Domestic Subsidiaries that is a Loan Party in respect of any Account, in addition to all other cash received from any other source, shall upon receipt of such amount or cash (other than any such amount (i) to be deposited in Excluded Accounts unless or (ii) cash excluded from the Collateral pursuant to any Security Document) be deposited into a DDA (other than an Event Excluded Account) or Concentration Account. Each Qualified Loan Party agrees that it will not cause proceeds of Default has occurred and is continuing at the time such Activation Instruction is issuedDDAs (other than Excluded Accounts) to be otherwise redirected. (c) Each Blocked Account Agreement shall require, after the occurrence and during the continuance of a Dominion Event, the ACH or wire transfer no less frequently than once per Business Day (unless the Commitments have been terminated and the monetary obligations then due and owing hereunder and under the other Loan Documents have been paid in full and all Letters of Credit have either been terminated or expired (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent)), of all available cash balances, cash receipts and other assets, including the then contents or then entire available ledger balance of each Blocked Account net of such minimum balance (not to exceed $1,000,000 per account or $3,000,000 in the aggregate), if any, required by the bank or securities intermediary at which such Blocked Account is maintained to an account maintained by the Administrative Agent at a bank of recognized standing reasonably selected by the Administrative Agent with the reasonable consent of the Parent Borrower (the “Core Concentration Account”). Each Qualified Loan Party agrees that it will not cause proceeds of any Blocked Account to be otherwise redirected. (d) Subject to Section 10.15, all collected amounts received in the Core Concentration Account shall be distributed and applied on a daily basis in the following order (in each case, to the extent the Administrative Agent has actual knowledge of the amounts owing or outstanding as described below and after giving effect to the application of any such amounts constituting proceeds from any Collateral otherwise required to be applied pursuant to the terms of the respective Security Document, the ABL/Term Loan Intercreditor Agreement or any Other Intercreditor Agreement, as applicable): (1) first, to the payment (on a ratable basis) of any outstanding expenses actually due and payable to the Administrative Agent or the Collateral Agent under any of the Loan Documents and to repay or prepay outstanding Revolving Credit Loans advanced by the Administrative Agent; (2) second, to the extent all amounts referred to in preceding clause (1) have been paid in full, to pay (on a ratable basis) all outstanding expenses actually due and payable to each Issuing Lender under any of the Loan Documents and to repay all outstanding Unpaid Drawings and all interest thereon; (3) third, to the extent all amounts referred to in preceding clauses (1) and (2) have been paid in full, to pay (on a ratable basis) all accrued and unpaid interest actually due and payable on the Revolving Credit Loans and all accrued and unpaid fees actually due and payable to the Administrative Agent, the Issuing Lenders and the Lenders under any of the ABL Loan Documents; (4) fourth, to the extent all amounts referred to in preceding clauses (1) through (3), inclusive, have been paid in full, to repay (on a ratable basis) the outstanding principal of Revolving Credit Loans (whether or not then due and payable); (5) fifth, to the extent all amounts referred to in preceding clauses (1) through (4), inclusive, have been paid in full, to pay (on a ratable basis) all outstanding obligations of the Borrowers then due and payable to the Administrative Agent, the Collateral Agent, and the Lenders under this Agreement; and (6) sixth, to the extent all amounts referred to in preceding clauses (1) through (5), inclusive, have been paid in full, to pay (on a ratable basis) all other outstanding obligations of the Borrowers then due and payable to the Administrative Agent, the Collateral Agent, and the Lenders under any of the other Loan Documents. This subsection 4.16(d) may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into such amendments) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to subsections 2.6 and 2.8, as applicable, in accordance with subsection 11.1(d). (e) If, at any time after the occurrence and during the continuance of a Dominion Event as to which the Administrative Agent has notified the Borrower Representative, any cash, Cash Equivalents or Temporary Cash Investments owned by any Qualified Loan Party (other than (i) de minimis cash, Cash Equivalents and/or Temporary Cash Investments from time to time inadvertently misapplied by any Qualified Loan Party, (ii) cash, Cash Equivalents or Temporary Cash Investments deposited or to be deposited in an Excluded Account in accordance with this subsection 4.16, (iii) cash, Cash Equivalents or Temporary Cash Investments that are (or are in any bank account that is) excluded from the Collateral pursuant to any Security Document, including Excluded Assets and (iv) cash, Cash Equivalents or Temporary Cash Investments in the Asset Sales Proceeds Account (as defined in the ABL/Term Loan Intercreditor Agreement), if any) are deposited to any securities account or bank account, or held or invested in any manner, otherwise than in a Blocked Account subject to a Blocked Account Agreement (or a DDA which is swept daily to such Blocked Account), the Administrative Agent shall be entitled to require the applicable Qualified Loan Party to close such securities account or bank account and have all funds therein transferred to a Blocked Account, and to cause all future deposits that were previously made or required to be made to such securities account or bank account to be made to a Blocked Account. (f) (a) The Qualified Loan Parties respectively may close Securities Accounts, DDAs or Concentration Accounts and/or open new Securities Accounts, new DDAs or new Concentration Accounts, subject to, in the case of any new Securities Account or Concentration Account, (i) the contemporaneous execution and delivery to the Administrative Agent of a Blocked Account Agreement consistent with the provisions of this subsection 4.16 with respect to each such new Securities Account or Concentration Account or (ii) other arrangements reasonably satisfactory to the Administrative Agent and (b) as part of the Compliance Certificate to be delivered concurrently with the delivery of financial statements and reports referred to in subsections 7.1(a) and 7.1(b) the Parent Borrower will provide a list to the Administrative Agent of any new opened or acquired Securities Accounts, DDAs or Concentration Accounts during the preceding Fiscal Quarter. (g) In the event that a Qualified Loan Party acquires any new Securities Account, Concentration Account or DDA in connection with an acquisition, the Parent Borrower will procure that such Qualified Loan Party shall within ninety (90) days of the date of such acquisition (or such longer period as may be agreed by the Administrative Agent) cause such new Securities Accounts, DDAs or Concentration Accounts so acquired to comply with the applicable requirements of subsection 4.16(b) (including, with respect to any new Securities Accounts or Concentration Account, by entering into a Blocked Account Agreement) or shall enter into other arrangements consistent with the provisions of this subsection 4.16 and otherwise reasonably satisfactory to the Administrative Agent with respect to any new Securities Account, Concentration Account or DDA that, in either case, is to become a Blocked Account. (h) The Core Concentration Account shall at all times be under the sole dominion and control of the Administrative Agent. The Parent Borrower, on behalf of each Qualified Loan Party, hereby acknowledges and agrees that, except to the extent otherwise provided in the Guarantee and Collateral Agreement, the ABL/Term Loan Intercreditor Agreement or any Other Intercreditor Agreement, as applicable, (x) such Qualified Loan Party has no right of withdrawal from the Core Concentration Account, (y) the funds on deposit in the Core Concentration Account shall at all times continue to be collateral security for all of the Obligations of the Qualified Loan Parties hereunder and under the other Loan Documents, and (z) the funds on deposit in the Core Concentration Account shall be applied as provided in this Agreement and the ABL/Term Loan Intercreditor Agreement (and any other applicable intercreditor agreement). In the event that, notwithstanding the provisions of this subsection 4.16, any Qualified Loan Party receives or otherwise has dominion and control of any proceeds or collections required to be transferred to the Core Concentration Account pursuant to subsection 4.16(c), such proceeds and collections shall be held in trust by such Qualified Loan Party for the Administrative Agent, shall not be commingled with any of such Qualified Loan Party’s other funds or deposited in any bank account of such Qualified Loan Party (other than any bank account by which such Qualified Loan Party received or acquired dominion or control over such proceeds and collections or with any funds in such bank account) and shall promptly be deposited into the Core Concentration Account or dealt with in such other fashion as such Qualified Loan Party may be instructed by the Administrative Agent. (i) So long as no Default or Dominion Event of Default has occurred and is continuing, Borrower the Qualified Loan Parties may amend Schedule 2.7(a) direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts. During the continuance of a Dominion Event, the Blocked Accounts shall at all times be under the sole dominion and control of the Administrative Agent. The Parent Borrower, on behalf of each Qualified Loan Party, hereby acknowledges and agrees that during the continuance of a Dominion Event and except to add the extent otherwise provided in the Guarantee and Collateral Agreement, the ABL/Term Loan Intercreditor Agreement or replace a Cash Management Bank or Cash Management Account; providedany Other Intercreditor Agreement, howeveras applicable, that (ix) such prospective Cash Management Bank Qualified Loan Party has no right of withdrawal from the Blocked Accounts, (y) the funds or other assets on deposit in, or credited to, as applicable, the Blocked Accounts shall at all times continue to be reasonably satisfactory to Agentcollateral security for all of the Obligations of the Qualified Loan Parties hereunder and under the other Loan Documents, and (iiz) prior to the time of the opening of such Cash Management Accountfunds or other assets on deposit in, Borrower (or its Subsidiarycredited to, as applicable) , the Blocked Accounts shall be applied as provided in this Agreement and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts the ABL/Term Loan Intercreditor Agreement (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentother applicable intercreditor agreement). (dj) The Cash Management Accounts Any amounts held or received in the Core Concentration Account (including all interest and other earnings with respect hereto, if any) at any time (x) when all of the monetary obligations due and owing hereunder and under the other ABL Loan Documents have been satisfied or (y) all Dominion Events have been cured, shall (subject in the case of clause (x) to the provisions of the applicable intercreditor agreement), be remitted to the operating bank account of the applicable Qualified Loan Party. (k) Notwithstanding anything herein to the contrary, the Loan Parties shall be cash collateral accounts subject deemed to Control Agreementsbe in compliance with the requirements set forth in this subsection 4.16 during the initial 90 day period commencing on the Closing Date to the extent that the arrangements described above are established and effective not later than the date that is 90 days following the Closing Date or such later date as the Administrative Agent, in its sole discretion, may agree.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiariesthe Borrowers’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its SubsidiariesBorrowers) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and the applicable Borrower, in form and substance reasonably acceptable to AgentAgent and Administrative Borrower. Each such Cash Management Agreement shall provide, among other things, that (i) if Agent has given the Cash Management Bank a notice of exclusive control (which shall not be given prior to the occurrence of an Event of Default), the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiariesany Borrower, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of if Agent (an “Activation Instruction”), has a given the Cash Management Bank a notice of exclusive control (which shall not be given prior to the occurrence of an Event of Default), it will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, the applicable Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. The applicable Borrower (or its Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, promptly all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its SubsidiariesBorrower) into a bank account in AgentBorrower’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent (an “Activation Instruction”) directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its SubsidiariesBorrower, as applicableand Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Application Event has occurred and is continuing at the time such Activation Instruction is issued, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction issuance of Agent (an “Activation Instruction”), the Cash Management Bank it will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Application Event of Default has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (x) the Application Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of this Agreement, and (y) no additional Event of Default has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Each Cash Management Accounts Account shall be a cash collateral accounts account subject to a Control AgreementsAgreement.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent Lender at one or more of the banks set forth on Schedule 2.7(a2.6(a) (each, a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ ' Account Debtors Debtors, and all of its and its Subsidiaries' agents for collection, including, without limitation, engaged attorneys, forward payment of the amounts owed by them Account Debtors (or such agents) directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors or their agents for collection to Borrower or one of its Subsidiaries) into a bank account in Agent’s Lender's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided . Borrower shall request in writing and otherwise take such reasonable steps to ensure that (i) all of its Account Debtors forward payment of the amounts owed by them to Borrower may keep up to $25,000 in the aggregate in accounts that are not subject directly to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit AccountsCash Management Account. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent Lender and Borrower, in form and substance reasonably acceptable to AgentLender. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent Lender directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”)it will forward, the Cash Management Bank will forward by daily sweep sweep, all amounts in the applicable Cash Management Account to the Agent’s Lender's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a2.6(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentLender, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent Lender a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.LOAN AND SECURITY AGREEMENT - Page 25 --------------------------

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services To the extent not previously delivered pursuant to the Existing Credit Agreement, on or prior to the Third Amendment Effective Date, deliver to the Agent copies of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) notifications (each, a “Cash Management BankCredit Card Notification”) reasonably satisfactory in form and substance to the Agent which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.20(b); and (ii) to the extent not previously delivered pursuantprior to the Existing Credit Agreement within ninety (90) days following the Effective Date (or such later date to which the Agent may agree in writing in its Permitted Discretion)Third Amendment Effective Date, enter into a Blocked Account Agreement reasonably satisfactory in form and substance to the Agent with each Blocked Account Bank (collectively, the “Blocked Accounts”). (b) ACH or wire transfer no less frequently than once each Business Day (or with such other frequency as the Agent may otherwise agree in its sole discretion), whether or not there are then any outstanding Obligations to a Blocked Account (i) all available amounts on deposit in each DDA that is not a Blocked Account (other than any Excluded Account) (except for normal course allowances for deposit errors, returned checks and shall request other similar items maintained in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management BankDDAs consistent with past practices), and (ii) deposit or cause to be deposited promptly, all payments received from all Credit Card Issuers and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issuedCredit Card Processors. (c) So long as no Default or Event After the occurrence and during the continuance of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank Dominion Event, cause the ACH or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior wire transfer to the time collection account maintained by the Agent at Bank of America (the opening of such Cash Management “Collection Account”), Borrower no less frequently than once each Business Day (or its Subsidiary, as applicable) and with such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period other frequency as the Agent may reasonably agree; but otherwise agree in no event later than 60 days after such notice is givenits sole discretion), whether or not there are then any outstanding Obligations, all cash receipts and collections received by each Loan Party from all sources, including, without limitation, the following: (i) that all available cash receipts from the creditworthiness sale of Inventory (including without limitation, proceeds of credit card charges) and other assets (whether or not constituting Collateral); (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any Cash Management Bank is no longer acceptable Disposition or other transaction or event; (iv) the then available cash balance of each Blocked Account (except for normal course allowances for deposit errors, returned checks and other similar items maintained in Agent’s reasonable judgmentsuch Blocked Accounts consistent with past practices); and (v) the then available cash balance of each DDA (other than any Excluded Account and any disbursement accounts designated by the Lead Borrower and used solely for such purpose) not described in clause (iv) (except for normal course allowances for deposit errors, or as promptly as practicable returned checks and other similar items maintained in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank DDAs consistent with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentpast practices). (d) The Collection Account shall at all times during the continuance of a Cash Management Accounts Dominion Event be under the sole dominion and control of the Agent. The Loan Parties hereby acknowledge and agree that (i) during the continuance of a Cash Dominion Event, the Loan Parties have no right of withdrawal from the Collection Account, (ii) the funds on deposit in the Collection Account shall at all times be collateral security for all of the Obligations, and (iii) during the continuance of a Cash Dominion Event, the funds on deposit in the Collection Account shall be applied to the Obligations as provided in Section 2.05(f) or Section 8.03, as applicable. In the event that, notwithstanding the provisions of this Section 6.12, any Loan Party receives or otherwise has dominion and control of any such cash collateral accounts subject to Control Agreementsreceipts or collections (other than any amounts in any Excluded Accounts), such receipts and collections shall be held in trust by such Loan Party for the Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Collection Account or dealt with in such other fashion as such Loan Party may be instructed by the Agent.

Cash Management. (a) Borrower Each of the Collateral Obligors shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerCollateral Obligors, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) the applicable Collateral Obligor and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its the Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Collateral Obligors are hereby deemed to Control Agreementshave granted a Lien to Agent. (e) Notwithstanding the provisions of Section 2.7(b), so long as no Triggering Event has occurred, Borrower may elect to direct any or all amounts in the Cash Management Accounts to Borrower's Designated Account, provided that such direction and the effect thereof shall not cause a Default or Event of Default. If any such Triggering Event shall have occurred but shall subsequently be cured to Agent's satisfaction, then in Agent's sole discretion, Agent may thereafter permit Borrower to elect, and so long as no subsequent Triggering Event has occurred Borrower may so elect, to direct any or all amounts in the Cash Management Accounts to Borrower's Designated Account, provided that such direction and the effect thereof shall not cause a Default or Event of Default.

Cash Management. (a) Borrower Parent shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ ' Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower Parent or one of its Subsidiaries) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon it will forward, by daily sweep, all amounts in the instruction of applicable Cash Management Account to the Agent's Account. All amounts swept to Agent's Account pursuant to this Section 2.7(b) shall be applied in accordance with Section 2.4(b)(i). (c) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Parent, in form and substance acceptable to Lead Lenders. Each such Cash Management Agreement shall provide, among other things, that (an “Activation Instruction”), i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Parent or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, (iii) at any time after which the Agent so instructs such Cash Management Bank (a "Cash Sweep Instruction"), it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account, and (iv) if clause (iii) is not applicable, then Parent shall direct such Cash Management Bank to immediately transfer all such amounts to any Deposit Account that is subject to a Control Agreement specified by Borrower to be designated as Parent Intercompany Loans. Borrower shall immediately remit the proceeds of all Parent Intercompany Loans received pursuant to clause (iv) of the preceding sentence to Agent's Account in order to repay the Obligations, which amounts shall be applied in accordance with Section 2.4(b)(i). Agent agrees not to may issue an Activation a Cash Sweep Instruction with respect to the Cash Management Accounts unless only if an Event of Default has shall have occurred and is continuing at the time such Activation Instruction is issuedbe continuing. (cd) So long as no Default or Event of Default has occurred and is continuing, Borrower Parent may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower Parent (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower Parent (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (de) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; . Except as provided that (i) in Schedule 5.19, Borrower shall establish the Borrower may keep up to $25,000 Cash Management Accounts in the aggregate in accounts that are not subject to accordance with the foregoing and (ii) the requirements in terms of this Section 2.7 (a) on or Section 4.7 shall not apply to Excluded Deposit Accountsbefore the Closing Date. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward forward, by daily sweep sweep, all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Each Cash Management Accounts Account shall be a cash collateral accounts account subject to a Control AgreementsAgreement.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”"CASH MANAGEMENT BANK"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “Cash Management Account”"CASH MANAGEMENT ACCOUNT") at one of the Cash Management Banks; provided that . Borrower shall establish and maintain a concentration account in its name (ithe "CONCENTRATION ACCOUNT") at the bank or banks which shall be designated as the concentration account bank for Borrower may keep up on Schedule 2.7(a) (the "CONCENTRATION ACCOUNT BANK") which bank shall be satisfactory to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit AccountsAgent. (b) Each Cash Management Bank and the Concentration Account Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrower or any Guarantor, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and the Concentration Account and proceeds thereof are held by Borrower such Cash Management Bank or its Subsidiariesthe Concentration Account Bank, as applicablethe case may be, as agent or bailee-in-possession for Agent, (ii) the Cash Management Bank has and the Concentration Account Bank have no rights of setoff or recoupment or any other claim against the applicable Cash Management Account or Concentration Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account or Concentration Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the A) with respect to each Cash Management Bank will Bank, such bank agrees, to forward by daily sweep immediately all amounts in the applicable each Cash Management Account to the Agent’s Concentration Account Bank and to cause daily sweeps from such Cash Management Account into the Concentration Account. Agent agrees not to issue an Activation Instruction , and (B) with respect to the Cash Management Accounts unless Concentration Account Bank, such bank agrees from and after a receipt of a notice (an "ACTIVATION NOTICE") from Agent (which Activation Notice may be given by Agent at any time at which an Event of Default has shall have occurred and is continuing at continuing), to immediately forward all amounts received in the time Concentration Account to the Agent's Account; PROVIDED, HOWEVER, that Agent reserves the right in its sole discretion, to require that Collections representing amounts attributable to trust fund taxes or Hydrocarbon interests of third Persons be segregated by the Cash Management Banks and held in a separate account (it being the intent of Agent, to the extent it has sufficient information to do so, to so segregate trust fund taxes or Hydrocarbon interests of third Persons, and avoid the deposit of such funds into the Agent's Account), and (iv) prior to the receipt by the Concentration Account Bank of an Activation Instruction is issuedNotice, all amounts in the Concentration Account may be transferred to and used by Borrower in the ordinary course of business. From and after the date Agent has delivered an Activation Notice to any Cash Management Bank with respect to any Cash Management Account(s), Borrower shall not accumulate or maintain cash in disbursement or payroll accounts as of any date of determination in excess of checks outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Bank, Cash Management Account, Concentration Account Bank or Concentration Account; providedPROVIDED, howeverHOWEVER, that (i) such prospective Cash Management Bank or Concentration Account Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account or Concentration Account with the prospective Cash Management Bank or Concentration Account Bank, and (ii) prior to the time of the opening of such Cash Management Account or Concentration Account, Borrower (or its Subsidiary, as applicable) and Guarantors and such prospective Cash Management Bank or Concentration Account Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts or Concentration Account (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank or Concentration Account Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts Accounts, Concentration Account Bank with respect to the Concentration Account or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank or the Concentration Account Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts and the Concentration Account shall be cash collateral accounts, with all Collections in such accounts securing payment of the Obligations, and in which Borrower and each Guarantor is hereby deemed to have granted a Lien to Agent. (e) Within 15 days after the Closing Date, Newco Canada shall (i) establish and maintain one or more depository accounts, under the dominion and control of Agent pursuant to a lockbox agreement among Agent, Newco Canada and the applicable Canadian financial institution, in form and substance satisfactory to Agent, in respect of its Collections and (ii) instruct all of its Account Debtors to remit all such Collections to such depository accounts. Newco Canada shall at all times deposit all Collections into such accounts that are received by it from any source promptly, and in any event no later than the first Business Day, after the date of receipt thereof. (f) So long as no Event of Default shall have occurred and be continuing, Newco Canada may use the funds on deposit in its foreign bank accounts for its working capital purposes. During the continuance of an Event of Default, Agent shall have the right to convert all non-Dollar denominated balances in Newco Canada's foreign bank accounts into Dollars (at Borrower's sole expense) and cause all amounts in such accounts to be wired into a DDA or other account subject to a Control Agreements.Agreement and then wired from such DDA to a Cash Management Account. The arrangements contemplated in SECTION 2.7(e) and this SECTION

Cash Management. (a) Borrower Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) or (b) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) Borrowers shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (dc) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent. (d) On or prior to the Closing Date, Canadian Guarantor shall (i) establish and maintain one or more depository accounts, under the dominion and control of Agent pursuant to a lockbox agreement among Agent, Canadian Guarantor and the applicable Canadian financial institution described on Schedule 2.7(d), in form and substance satisfactory to Agent, in respect of its Collections and (ii) instruct all of its Account Debtors to remit all such Collections to such depository accounts. Canadian Guarantor shall at all times deposit all Collections into such accounts that are received by it from any source promptly, and in any event no later than the first Business Day, after the date of receipt thereof. (e) On or prior to the Closing Date, UK Guarantors shall (i) establish and maintain one or more depository accounts, under the dominion and control of Agent pursuant to a lockbox agreement among Agent, UK Guarantors and the applicable UK financial institution described on Schedule 2.7(e), in form and substance satisfactory to Agent, in respect of its Collections and (ii) instruct all of its Account Debtors to remit all such Collections to such depository accounts. UK Guarantors shall at all times deposit all Collections into such accounts that are received by it from any source promptly, and in any event no later than the first Business Day, after the date of receipt thereof. (f) Agent will not exercise its control over Cash Management Accounts established by Canadian Guarantor and UK Guarantors until such time as an Event of Default has occurred and is continuing.

Cash Management. (a) Borrower Borrowers have or shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “"Cash Management Bank”"), and have or shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank has or shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement has or shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Schedule 2.7 hereto includes a list of all Cash Management Accounts unless an Event of Default has occurred Banks which have entered into Cash Management Agreements with Agent and is continuing at the time such Activation Instruction is issuedBorrower. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower Borrowers may amend Schedule 2.7(a) 2.7 to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) Borrowers shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent. (e) At the request of the Agent, the Borrowers shall deliver to the Agent notification, executed by the Borrowers, to each depository institution which any DDA (other than DDA's established for petty cash) is maintained, in form and substance satisfactory to ▇▇▇ Agent in its Permitted Discretion of the Agent's Lien in such DDA and, instructs the depository institution, upon direction of the Agent, to remit all amounts deposited from time to time in the DDA to the Agent's Account or as otherwise directed from time to time by the Agent. The Borrowers shall not establish any DDA hereafter unless, contemporaneous with such establishment, Borrower notifies Agent and, if requested by Agent, delivers to such depository institution the notification described herein. The Borrowers shall not change such direction or designation except upon the prior written consent of the Agent.

Cash Management. (a) Borrower Within 60 days after the Closing Date, Borrowers shall and shall cause each of its their Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower Borrowers or one of its their Subsidiaries, but excluding the funds deposited into the Senior Note Collateral Accounts on the Closing Date) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided provided, however, that Collections consisting of casino floor revenue shall be so deposited as collected from the casino floor (i) on a regular basis consistent with industry practice), and only to the Borrower may keep up to $25,000 extent not maintained in the aggregate casino cage in accounts that are accordance with applicable Gaming Laws (in amounts not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accountsexcess of amounts maintained in accordance with industry practice). (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to AgentBorrowers. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower Borrowers or its their Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon from and after the instruction of Agent (an “Activation Instruction”)date that it receives written notification from Agent, the Cash Management Bank it will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Anything contained herein to the contrary notwithstanding, Agent agrees that it shall not provide the above described instruction to issue an Activation Instruction with respect to the any Cash Management Accounts Bank, unless and until an Event of Default has occurred and is continuing at continuing. Once an Event of Default has occurred and is continuing, Agent shall be free to exercise its right to issue such instruction and the time subsequent elimination of the subject Event of Default shall not eliminate the effectiveness of such Activation Instruction is issuedinstruction. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its Subsidiary, as applicable) , and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower Borrowers (or its their Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Each Cash Management Accounts Account shall be a cash collateral accounts account subject to a Control AgreementsAgreement.

Cash Management. (a) Borrower Each Obligor shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule SCHEDULE 2.7(a) (each, each a “Cash Management Bank”"CASH MANAGEMENT BANK"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrowerthe applicable Obligor, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule SCHEDULE 2.7(a) OR (b) to add or replace a Cash Management Account Bank or Cash Management Account; providedPROVIDED, howeverHOWEVER, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) the applicable Obligor and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) The Obligors shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment.. -42- (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. Each Loan Party hereby represents and warrants that all Deposit Accounts and all other depository and other accounts maintained by each Loan Party as of the Closing Date are described in Schedule 4.1, which description includes for each such account the name of the Loan Party maintaining such account, the name of the financial institution at which such account is maintained, the account number, and the purpose of such account. After the Closing Date, no Loan Party shall open any new Deposit Accounts or any other depository or other accounts without the prior written consent of Agent and without updating Schedule 4.1 to reflect such Deposit Accounts or other accounts, as applicable. No Deposit Accounts or other accounts of any Loan Party shall at any time constitute a Restricted Account other than accounts expressly indicated on Schedule 4.1 as being a Restricted Account (aand each Loan Party hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party will, at its expense, establish (and revise from time to time as Agent may require in its Permitted Discretion) Borrower procedures acceptable to Agent, in Agent’s Permitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party’s Accounts and other Collateral (“Collections”), which shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at include depositing all Collections received by such Loan Party into one or more bank accounts maintained in the name of the banks set forth on Schedule 2.7(asuch Loan Party (but as to which Agent will have exclusive access) (each, a “Cash Management BankDACA Account”), and shall request under an arrangement acceptable to Agent in writing and otherwise take its Permitted Discretion with a depository bank satisfactory to Agent in its Permitted Discretion, pursuant to which all funds deposited into such reasonable steps DACA Accounts are to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly be transferred to Agent in such Cash Management Bankmanner, and (ii) with such frequency, as Agent shall specify. Each Borrower agrees to execute, and to cause its depository banks and other financial institutions at which Deposit Accounts are maintained to execute, such springing deposit or cause account control agreements and other documentation as Agent shall require in its Permitted Discretion from time to be deposited promptlytime in connection with the foregoing, all in form and substance satisfactory to Agent in its Permitted Discretion, and in any event no later than such arrangements and documents must be in place on the first Business Day after Closing Date with respect to accounts in existence on the date Closing Date, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrower shall deliver to Agent a complete and executed Authorized Accounts form regarding Borrower’s operating accounts into which the proceeds of receipt thereofLoans are to be paid in the form of Exhibit D annexed hereto. Notwithstanding the foregoing, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 Agent agrees that the cash management system in the aggregate in accounts that are not subject place prior to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably Closing Date is acceptable to the Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) so long as the Cash Management Bank has no rights of setoff or recoupment or any other claim against accounts utilized by the applicable Cash Management Account other than for payment of its service fees and other charges directly related Loan Parties are the DACA Accounts as in place prior to the administration of Closing Date (and any deposit account control agreements covering such Cash Management Account DACA accounts remain in full force and for returned checks or other items of paymenteffect at all times), the Loan Parties shall be deemed to be in compliance with this Section 4.1 and no further actions shall be required by the Loan Parties, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in provisions shall not apply to any event within 30 days of notice from Agent (account or such longer period as accounts established to maintain the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentCarve-Out Reserve Account. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrower is hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its their Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their Subsidiaries’ ' Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, or to Borrowers for deposit in accordance with Section 2.7(a)(ii), and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Collateral Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Collateral Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”)except as provided in Section 2.7(f) below, the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) or (b) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its Subsidiarya Subsidiary of a Borrower, as applicable) , and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (A Borrowers or its Subsidiariesa Subsidiary of a Borrower, as applicable) applicable shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Borrowers hereby ▇▇▇▇▇ ▇ ▇▇▇▇ to Collateral Agent. (e) Each of Canadian Guarantors shall (i) establish and maintain one or more depository accounts, under the dominion and control of Collateral Agent pursuant to a Control Agreement among Collateral Agent, such Canadian Guarantor, and the applicable Canadian financial institution, in form and substance satisfactory to Agent, in respect of its Collections and (ii) instruct all of its Account Debtors to remit all such Collections to such depository accounts. Each of the Canadian Guarantors shall at all times deposit all Collections into such accounts that are received by it from any source promptly, and in any event no later than the first Business Day, after the date of receipt thereof. (f) So long as no Event of Default shall have occurred and be continuing, each Canadian Guarantor may use the funds on deposit in its foreign bank accounts for its working capital purposes. During the continuance of an Event of Default, Collateral Agent shall have the right to convert all non-Dollar denominated balances in each Canadian Guarantor's foreign bank accounts into Dollars (at Borrowers' sole expense) and cause all amounts in such accounts to be wired into a DDA or other account subject to a Control AgreementsAgreement and then wired from such DDA to a Cash Management Account. The arrangements contemplated in Section 2.7(e) and this Section 2.7(f) shall not be modified by any Loan Party without the prior written consent of Agent.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) as amended or modified from time to time pursuant to clause (each, c) below (each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ their Account Debtors forward payment of the amounts owed by them directly to such Cash Management BankBanks, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections from Account Debtors (including those sent directly by their Account Debtors to Borrower or one of its SubsidiariesBorrowers) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerAgreements, in form and substance reasonably acceptable to Agent. Each Unless the Agent otherwise agrees, each such Cash Management Agreement shall provide, among other things, that that, subject to the terms of the Cash Management Agreements, (i) at any time after notice from Agent and prior to the rescinding of such notice, the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicableBorrowers, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon at any time after notice from Agent and prior to the instruction rescinding of Agent (an “Activation Instruction”)such notice, the Cash Management Bank it will forward by daily sweep all amounts in the applicable Cash Management Account to the applicable Agent’s Account. Agent agrees not that at any time prior to issue an Activation Instruction with respect the occurrence of a Cash Management Triggering Event and at any time after the occurrence of a subsequent Cash Management Reinstatement Event (to the extent no subsequent Cash Management Triggering Event has occurred), Agent shall, subject to the terms of the Cash Management Agreements, instruct the Cash Management Banks to direct the funds in the Cash Management Accounts unless an to such Deposit Accounts of Borrowers as Agent is directed by Administrative Borrower. After the occurrence of a Cash Management Reinstatement Event, Agent further agrees to promptly notify (to the extent Agent’s notice is required pursuant to the relevant Cash Management Agreement) each Cash Management Bank of the occurrence of such Cash Management Reinstatement Event and that such Cash Management Bank may resume directing the funds in the Cash Management Accounts to such Deposit Accounts of Default has occurred and is continuing at the time such Activation Instruction is issuedBorrowers as directed by Administrative Borrower. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, the applicable Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its SubsidiariesSubject to the terms of the Cash Management Agreements, as applicable) Borrowers shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 60 days of notice from Agent (or such longer period as the Administrative Borrower and Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 90 days of notice from Agent (or such longer period as the Administrative Borrower and Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more Irrespective of the banks set forth non-existence on Schedule 2.7(a) (eachthe date hereof of any Cash Trap Event, a “Cash Management Bank”)commencing on the date hereof, Borrowers shall deposit any Rents received by Borrowers, and shall request in writing and otherwise take such reasonable steps instruct the Collection Account Bank to ensure that transfer all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts property receipts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by cleared on a daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect basis to the Cash Management Accounts unless an Event Collateral Account Bank for deposit, into the Cash Collateral Account and, commencing on the Next Payment Date and continuing on each Payment Date thereafter, any Rents deposited into the Cash Collateral Account (or otherwise received by Borrowers) during the immediately preceding calendar month shall be applied as set forth in Section 2.2.3 of Default has occurred the Existing Loan Agreement, as said Section is hereinafter modified. Consistent with the foregoing, Section 2.2.3 and Section 2.6 of the Existing Loan Agreement shall be, and are hereby, modified to delete therefrom, as a condition precedent to the effectiveness of the operation thereof, the occurrence and existence of a Cash Trap Event. In addition, said Section 2.2.3 shall be, and is continuing at the time such Activation Instruction is issued. (c) So hereby, further modified to provide that any sums which remain after application as set forth in said Section 2.2.3 shall, so long as no Default or Cash Trap Event of Default has occurred exists and is continuing, Borrower may amend Schedule 2.7(a) be remitted to add or replace a Cash Management Bank or Cash Management Account; Borrowers (hereinafter, the "Borrowers' Remittance"), provided, however, that (i) such prospective that, during the existence of any Cash Management Bank Trap Event, said sums shall be reasonably satisfactory remitted to AgentLender and applied by Lender to such items in connection with the Loan, including, without limitation, reduction of outstanding principal and accrued and unpaid interest and other sums thereon, in such order and proportion, as Lender, in its sole discretion, shall elect. Notwithstanding the foregoing, on each Payment Date that Borrowers are entitled to receive the Borrowers' Remittance hereunder, Borrowers and the General Partners hereby authorize and direct Lender and the Cash Collateral Account Bank directly to transfer such Borrowers' Remittance to an account, such account to be specified by "Mezzanine Lender" (iias such quoted term is hereinafter defined) in a written notice delivered by Mezzanine Lender to the Cash Collateral Account Bank and Lender not less than two (2) Business Days prior to the time applicable Payment Date (said transfer herein referred to as a "Mezzanine Loan Payment"). Borrowers and the General Partners hereby acknowledge and agree that each Mezzanine Loan Payment is intended to be, and shall be, an amount paid by Borrowers on behalf of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance General Partners out of the Cash Management proceeds of an equity distribution which otherwise would be made directly to the General Partners in like amount. Borrowers hereby represent, warrant and confirm to Lender that (a) all tenants of all the Properties have been irrevocably directed to send all Rents directly to the Collection Account Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with for deposit into the "A" Account and (b) all such Cash Management Bank is no longer acceptable directions remain in Agent’s reasonable judgmentfull force and effect. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower Immediately upon the occurrence of any Trigger Event (Cash Dominion), the Borrowers, upon the request of the Administrative Agent, shall and shall cause deliver to the Administrative Agent a schedule of all DDAs that, to the knowledge of the Responsible Officers of the Loan Parties, are maintained by the Loan Parties, which schedule includes, with respect to each of its Subsidiaries to depository (i) establish the name and maintain cash management services address of such depository, (ii) the account name and number(s) maintained with such depository and (iii) a type and on terms reasonably satisfactory to contact person at such depository. (b) Within 90 days after the Fifth Restatement Effective Date (or, so long as no Trigger Event (Cash Dominion) has occurred, such longer period as the Administrative Agent at one or more of the banks set forth on Schedule 2.7(a) may agree), each Loan Party shall enter into a blocked account agreement with any Blocked Account Bank (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Blocked Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management AccountAgreement”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts DDAs of such Loan Parties existing as of the Fifth Restatement Effective Date (except with respect to any payroll, trust and tax withholding accounts, any Permitted Receivables DDA, and any “zero balance” disbursement account which is linked to or funded by (either directly or through one or more other DDAs or Deposit Accounts, each of which is a “zero balance” disbursement account) a DDA or other Deposit Account which is subject to a Blocked Account Agreement or unless an Event expressly waived by the Administrative Agent) that are not currently subject to a Blocked Account Agreement in favor of Default has occurred and is continuing at the time Administrative Agent, including such Activation Instruction is issued. accounts listed on Schedule 2.19(b) attached hereto (c) So long as no Default or Event of Default has occurred and is continuingcollectively, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; providedthe “Blocked Accounts”), however, that (i) such prospective Cash Management Bank which Blocked Account Agreement shall be reasonably satisfactory to Agent, and the Administrative Agent (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and but in any event giving the Administrative Agent control (as such term is used in Article 9 of the Uniform Commercial Code) over such DDAs (or, with respect to any DDA maintained in Canada, such similar control over such DDA)), with any Blocked Account Bank; provided that, if a Trigger Event (Cash Dominion) has occurred, then each Loan Party shall use commercially reasonable efforts to enter into such Blocked Account Agreements within 30 days 10 Business Days after the commencement of notice from Agent such event (or such longer period as the Administrative Agent may reasonably agree; but ). (c) Each Blocked Account Agreement entered into by a Loan Party shall require, during the continuance of a Trigger Event (Cash Dominion) (and delivery of notice thereof from the Collateral Agent), the ACH or wire transfer on each Business Day (and whether or not there is then an outstanding balance in no event later the Loan Account) of all available cash receipts (the “Cash Receipts”) (other than 60 days after such notice is givenUncontrolled Cash which may be deposited into a segregated DDA which the Lead Borrower designates in writing to the Administrative Agent as being the “Uncontrolled Cash Account” (the “Designated Account”)) that to the creditworthiness Concentration Account, from: (i) the sale of Inventory and other Collateral (whether or not constituting a Prepayment Event); (ii) all proceeds of collections of Accounts (whether or not constituting a Prepayment Event); (iii) all Net Cash Proceeds on account of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and Prepayment Event; (iv) each Blocked Account (including all cash deposited therein from each DDA) (including any Designated Funds which are on deposit in any event within 60 days Blocked Account). If, at any time during the continuance of notice from Agent a Trigger Event (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is givenCash Dominion) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank (except with respect to any payroll, trust and tax withholding accounts, any Permitted Receivables DDA, and any “zero balance” disbursement account which is linked to or funded by (either directly or through one or more other DDAs or Deposit Accounts, each of which is a “zero balance” disbursement account) a DDA or other Deposit Account which is subject to a Blocked Account Agreement), any cash or Cash Management Accounts Equivalents owned by any Loan Party (other than Uncontrolled Cash) are deposited to any account, or Agent’s liability under held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement (or a DDA which is swept daily to a Blocked Account), the Collateral Agent may require the applicable Loan Party to close such account and have all funds therein transferred to a Blocked Account, and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. In addition to the foregoing, during the continuance of a Trigger Event (Cash Management Agreement Dominion), the Loan Parties shall provide the Collateral Agent with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgmentan accounting of the contents of the Blocked Accounts. (d) The Cash Management Loan Parties may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Administrative Agent of appropriate Blocked Account Agreements (except with respect to any payroll, trust and tax withholding accounts, any Permitted Receivables DDA, and any “zero balance” disbursement account which is linked to or funded by (either directly or through one or more other DDAs or Deposit Accounts, each of which is a “zero balance” disbursement account) a DDA or other Deposit Account which is subject to a Blocked Account Agreement or unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative Agent. The Loan Parties shall furnish the Administrative Agent with prior written notice of its intention to open or close a Blocked Account and the Administrative Agent shall promptly notify the Lead Borrower as to whether the Administrative Agent shall require a Blocked Account Agreement with the Person with whom such account will be maintained. (e) The Borrowers may also maintain one or more disbursement accounts (the “Disbursement Accounts”) to be used by the Borrowers for disbursements and payments (including payroll) in the ordinary course of business or as otherwise permitted hereunder. (f) The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent. Each Borrower hereby acknowledges and agrees that (i) such Borrower has no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times continue to be collateral security for all of the Obligations, and (iii) the funds on deposit in the Concentration Account shall be cash collateral accounts subject applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 2.19, during the continuation of a Trigger Event (Cash Dominion), any Borrower receives or otherwise has dominion and control of any such proceeds or collections (other than Uncontrolled Cash), such proceeds and collections shall be held in trust by such Borrower for the Collateral Agent, shall not be commingled with any of such Borrower’s other funds or deposited in any account of such Borrower and shall promptly be deposited into the Concentration Account or dealt with in such other fashion as such Borrower may be instructed by the Collateral Agent. (g) Any amounts received in the Concentration Account at any time when all of the Obligations then due have been and remain fully repaid shall be remitted to Control Agreementsthe operating account of the Borrowers maintained with the Administrative Agent. (h) The Collateral Agent shall promptly (but in any event within five Business Days) furnish written notice to each Person with whom a Blocked Account is maintained of any termination of a Trigger Event (Cash Dominion). (i) The following shall apply to deposits and payments under and pursuant to this Agreement: (i) funds shall be deemed to have been deposited to the Concentration Account on the Business Day on which deposited, provided that such deposit is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations are being paid in full, by 2:00 p.m. New York, New York time, on that Business Day); (ii) funds paid to the Administrative Agent, other than by deposit to the Concentration Account, shall be deemed to have been received on the Business Day when they are good and collected funds, provided that such payment is available to the Administrative Agent by 4:00 p.m. on that Business Day (except that if the Obligations are being paid in full, by 2:00 p.m. New York, New York time, on that Business Day); (iii) if a deposit to the Concentration Account or payment is not available to the Administrative Agent until after 4:00 p.m. on a Business Day, such deposit or payment shall be deemed to have been made at 9:00 a.m. on the then next Business Day; (iv) if any item deposited to the Concentration Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the applicable Loan Account and the Borrowers shall indemnify the Secured Parties against all out-of-pocket claims and losses resulting from such dishonor or return; (v) all amounts received under this Section 2.19 shall be applied in the manner set forth in Section 8.04. (j) During any Trigger Event Cure Period, unless and until the Lead Borrower has demonstrated that Consolidated Fixed Charge Coverage Ratio is at least 1.00 to 1.00 (determined on a consolidated twelve-month (or four-quarter, if applicable) basis as of the fiscal month end immediately preceding the commencement of such Trigger Event Cure Period for which financial statements are available (but in any event as of the most recent fiscal month ending at least 30 days prior to the commencement of such Trigger Event Cure Period)) by delivery to the Administrative Agent of the monthly financial statements required by Section 6.01(f) for the fiscal month specified above and the related Compliance Certificate, (i) the Borrowers shall not be permitted to request any Loans or the issuance of any Letters of Credit and (ii) Holdings, the Borrowers and their respective Restricted Subsidiaries shall not be permitted to (A) declare any Restricted Payment in the form of a dividend under Sections 7.06(h), (j), or (k), (B) consummate any transaction described under Sections 7.02(d)(v), 7.02(j), 7.02(n), 7.06(h), 7.06(j), 7.06(k) or 7.12(a)(vi) (other than the payment of dividends which were not declared in violation of the preceding clause (A)), or (C) without the consent of the Administrative Agent, any transaction described under Section 7.05(f), 7.05(j) or 7.05(n).

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrower are hereby deemed to Control Agreementshave granted a Lien to Agent. (e) At the request of the Agent, the Borrower shall deliver to the Agent notification, executed by the Borrower, to each depository institution which any DDA (other than DDA's established for petty cash) is maintained, in form ▇▇▇ substance satisfactory to the Agent in its Permitted Discretion of the Agent's Lien in such DDA and, instructs the depository institution, upon direction of the Agent, to remit all amounts deposited from time to time in the DDA to the Agent's Account or as otherwise directed from time to time by the Agent. The Borrower shall not establish any DDA hereafter unless, contemporaneous with such establishment, Borrower notifies Agent and, if requested by Agent, delivers to such depository institution the notification described herein. The Borrower shall not change such direction or designation except upon the prior written consent of the Agent. (f) The Borrower shall deliver to Agent, as a condition to the effectiveness of this Agreement, notification, executed by the Borrower, to each of the Borrower's credit card clearinghouses and processors, a notice (in form and substances satisfactory to the Agent in its Permitted Discretion), which notice shall provide that payment of all credit card charges submitted by the Borrower to that clearinghouse or other processor and any other amount payable to the Borrower by such clearinghouse or other processor shall be directed to the Agent's Account or as otherwise directed from time to time by the Agent. The Borrower shall not change such direction or designation except upon the prior written consent of the Agent.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into bank accounts subject to Cash Management Agreements (each a bank account in Agent’s name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction receipt of Agent (an “Activation Instruction”)written notice from Agent, the such Cash Management Bank immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees will not to issue an Activation Instruction with respect to the exercise its control over (1) Cash Management Accounts unless an Event of Default has occurred located in the United States until such time as Revolver Usage exceeds $15,000,000, and is continuing at (2) all other Cash Management Accounts, together with Cash Management Accounts located inside the United States, until such time such Activation Instruction is issuedas Revolver Usage exceeds $20,000,000. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) or (b) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) Borrowers shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent.

Cash Management. (a) Within 60 days following the Closing Date (or such later date as Agent may agree to in writing in its sole discretion), each US Borrower shall shall, and shall cause each of its Subsidiaries to other US Loan Party to, (iA) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at Agent; provided, that US Loan Parties shall be required to maintain their primary depository and treasury management relationships with one or more of the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management BankLenders or Affiliates thereof, and (iiB) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their collections and proceeds of Collateral to a Collection Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not US Loan Party subject to the foregoing and (ii) the requirements a Control Agreement in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to favor of Agent. In addition, within 60 days following the Closing Date (or such later date as Agent may agree to in writing in its sole discretion), each US Borrower shall, and shall cause each other US Loan Party to, take reasonable steps to ensure that all account debtors of US Loan Parties forward payment on Accounts and other Collateral to a Collection Account (or a lockbox at the bank of which the Collection Account is maintained) of a US Loan Party (except as otherwise required under the ARS Facility Documents). Each such Cash Management Control Agreement shall provide, among other things, that (iA) the Cash Management Bank applicable depository bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Collection Account without further consent by Borrower or its Subsidiaries, as applicablethe applicable Loan Party, (iiB) the Cash Management Bank has no applicable depository bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Cash Management Collection Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Collection Account and for returned checks or other items of payment, and (iiiC) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank applicable depository bank will forward by daily sweep all amounts in the applicable Cash Management Collection Account to the Agent’s US Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Collection Accounts unless an a Cash Dominion Triggering Event of Default has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction at such time as there has been no Cash Dominion Triggering Event for at least 45 consecutive days. In addition to Collection Accounts, each other Deposit Account of a US Loan Party (other than an Excluded Deposit Account) shall be subject to a Control Agreement. (b) Within 60 days following the Closing Date (or such later date as Agent may agree to in writing in its sole discretion), German Borrower shall, and shall cause each other German Loan Party to, (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks and take reasonable steps to ensure that the account debtors of each German Loan Party forward payment of the amounts owed to such German Loan Party to a Collection Account in the name of such German Loan Party, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of its collections and proceeds of its Collateral into a Collection Account of such Loan Party. German Borrower shall, and shall cause each German Loan Party to, (A) execute and deliver security documents with respect to each such Deposit Account that provide for a perfected first-priority Lien on such Deposit Account and (B) at the written request of Agent, assure that a form of notice is delivered to each account debtor of such German Loan Party. With respect to each Collection Account into which collections and proceeds of Collateral of German Borrower are deposited, German Borrower shall, from and after the date that is 60 days following the Closing Date (or such later date as Agent may agree to in writing in its sole discretion), cause all funds in such Deposit Account to be swept daily to the applicable Agent’s German Account for application to the German Obligations (it being understood that at any times that there are no outstanding German Revolving Loans or other outstanding German Obligations to which such funds may be applied, Agent shall disburse any such excess funds received in the Agent’s German Account to the applicable (determined based on whether such funds are in Euros or Dollars) Designated German Account). With respect to each Deposit Account of a German Loan Party (other than as set forth in the immediately preceding sentence), German Borrower shall, from and after the date that is 60 days following the Closing Date (or such later date as Agent may agree to in writing in its sole discretion), cause, and shall cause each other German Loan Party to cause, Agent to have access to the funds in such Deposit Account and to cause such funds to be swept to the applicable Agent’s German Account for application to the German Obligations. (c) So long At any time after an Activation Instruction has been issued as no Default or Event provided in Section 2.17(a) and before such Activation Instruction is rescinded, at the request of Default has occurred and is continuingAgent, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that German Loan Parties shall (i) either (x) promptly cause all of their Collection Accounts (each an “Existing Collection Account”) to be transferred to (and in the name of) Agent or (y) to the extent such prospective Cash Management Bank shall Existing Collection Accounts cannot be reasonably satisfactory transferred to Agent, promptly open new Collection Accounts with (and, at the discretion of Agent, in the name of) Agent, and (ii) prior if new Collection Accounts have been established pursuant to this Section (each a “New Collection Account”), ensure that all cash, checks or other similar payments relating to or constituting proceeds of Collateral will promptly be re-directed to the time New Collection Accounts. Until all collections have been redirected to the New Collection Accounts, each German Loan Party shall cause all amounts on deposit in any Existing Collection Account to be transferred to a New Collection Account at the end of each Business Day; provided, that if any such German Loan Party fails to comply with the opening clause (i) or (ii above, each of them hereby authorizes Agent to give such Cash Management Account, Borrower instructions on their behalf to the applicable account debtors and/or the bank holding such Existing Collection Account (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment). (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and Borrower, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiaries, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing 137020431v13 sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiariesthe Borrowers’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its SubsidiariesBorrowers) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and the applicable Borrower, in form and substance reasonably acceptable to AgentAgent and Administrative Borrower. Each such Cash Management Agreement shall provide, among other things, that (i) if Agent has a given the Cash Management Bank a notice of exclusive control (which shall not be given prior to the occurrence of an Event of Default), the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by Borrower or its Subsidiariesany Borrower, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of if Agent (an “Activation Instruction”), has a given the Cash Management Bank a notice of exclusive control (which shall not be given prior to the occurrence of an Event of Default), it will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, the applicable Borrower (or its Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. The applicable Borrower (or its Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its their Material Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “Cash Management Bank”), and shall request in writing and otherwise take such reasonable steps to ensure that all of its their and its their Material Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower Borrowers or one of its their Material Subsidiaries) into a bank account in Agent’s name (a “Cash Management Account”) at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall not apply to Excluded Deposit Accounts. (b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank agent or its Subsidiaries, as applicablebailee in possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction receipt of Agent (an “Activation Instruction”)written notice from Agent, the such Cash Management Bank immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless Unless an Event of Default has occurred and is continuing continuing, Agent will not exercise its control over any Cash Management Account. If Agent has exercised its control over any Cash Management Account, Agent shall discontinue the exercise of its control over such Cash Management Account at such time as no Event of Default has existed for a period of sixty (60) consecutive days; provided, that, nothing herein shall affect Agent’s right to reinstate its control over any such Cash Management Account upon any subsequent occurrence, and during the time such Activation Instruction is issued. (c) continuation, of an Event of Default. So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account, a Borrower (or its Material Subsidiary, as applicable) and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower Borrowers (or its their Material Subsidiaries, as applicable) shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s reasonable judgment. (dc) The Each Cash Management Accounts Account shall be a cash collateral accounts account subject to a Control AgreementsAgreement.

Cash Management. (a) Borrower Borrowers shall and shall cause each of its Subsidiaries to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each, each a “"Cash Management Bank”"), and shall request in writing and otherwise take such reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Borrower or one of its Subsidiariesa Cash Management Bank) into a bank account in Agent’s 's name (a “"Cash Management Account”") at one of the Cash Management Banks; provided that (i) the Borrower may keep up to $25,000 in the aggregate in accounts that are not subject provided, however, to the foregoing and (ii) the requirements in this Section 2.7 or Section 4.7 shall extent such Collections do not apply at any one time exceed $50,000, Collections from FBO Operations received at an FBO may be deposited to Excluded Deposit Accountsa Cash Management Account no less frequently than twice per week. (b) Each Cash Management Bank shall establish and maintain maintain, within the time frame specified in Section 3.2(a), Cash Management Agreements with Agent and BorrowerBorrowers, in form and substance reasonably acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition all items of the funds payment deposited in such Cash Management Account without further consent and proceeds thereof are held by Borrower such Cash Management Bank as agent or its Subsidiaries, as applicablebailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account Account, other than for payment of its service fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) upon the instruction of Agent (an “Activation Instruction”), the Cash Management Bank it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent’s 's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a Cash Management Account Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to AgentAgent and Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Borrower (or its Subsidiary, as applicable) Borrowers and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Borrower (or its Subsidiaries, as applicable) Borrowers shall close any of its their Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 60 days after such notice is given) that the creditworthiness of any Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment, or as promptly as practicable and in any event within 60 days of notice from Agent (or such longer period as the Agent may reasonably agree; but in no event later than 90 days after such notice is given) that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or Agent’s 's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent’s 's reasonable judgment. (d) The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts subject securing payment of the Obligations, and in which Borrowers are hereby deemed to Control Agreementshave granted a Lien to Agent.