Common use of Deposit Accounts and Securities Accounts Clause in Contracts

Deposit Accounts and Securities Accounts. Schedule 8.5 sets forth all Deposit Accounts and Securities Accounts maintained by Borrowers and other Obligors, including all Dominion Accounts as of the Closing Date. Each Borrower and other Obligors shall take all actions necessary to establish Administrative Agent’s control of each such Deposit Account and Securities Account and each new Deposit Account and Securities Account opened after the Closing Date (other than (a) an account exclusively used for payroll, employee benefits, withholding tax and other fiduciary deposit accounts, such account, (b) escrow, defeasance and discharge accounts which are required to be established pursuant to the terms of related documents in connection with consummation of transactions otherwise permitted by the terms of this Agreement, and (c) accounts containing not more than $2,500,000 for all such accounts at any time (each an “Excluded Account” and collectively for all such accounts in clauses (a), (b) and (c) above, the “Excluded Accounts”)); it being understood and agreed that the Administrative Agent’s control of account #xxxx xxxx xx03 maintained at Bank of America, N.A. is effected in reliance on § 9-104 (a)(1) of the UCC and that a control agreement with respect to such account will not be required. Each Borrower and each other Obligor shall be the sole account holders of each Deposit Account and Securities Account and shall not allow any other Person (other than Administrative Agent and, subject to the Intercreditor Agreement, the Term Loan Agent) to have control over a Deposit Account or a Securities Account or any Property deposited therein. Each Borrower and each other Obligor shall promptly notify Administrative Agent of any opening or closing of a Deposit Account or a Securities Account (other than an Excluded Account) and, with the consent of Administrative Agent, will amend Schedule 8.5 to reflect same. Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, 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 cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all ABL Priority Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. All Net Proceeds of the sale or other disposition of any ABL Priority Collateral, shall be deposited directly into the applicable Dominion Accounts.

Deposit Accounts and Securities Accounts. Schedule 8.5 sets forth all Deposit Accounts and Securities Accounts maintained by Borrowers Each Grantor shall cause each bank and other Obligors, including all Dominion Accounts as of the Closing Date. Each Borrower and other Obligors shall take all actions necessary financial institution with an account referred to establish Administrative Agent’s control of each such Deposit Account and Securities Account and each new Deposit Account and Securities Account opened after the Closing Date in Schedule 7 hereto (other than with respect to Excluded Accounts) on or prior to the ninetieth (90th) day after the Effective Date (or such later date agreed to (a) an account exclusively used for payroll, employee benefits, withholding tax and other fiduciary deposit accounts, by the Collateral Agent in its reasonable discretion so long as such account, later date is not more than 60 days after such 90th day or (b) escrowby the Required Secured Parties in their reasonable discretion if such later date is more than 60 days after such 90th day), defeasance to execute and discharge accounts which are required deliver to be established the Collateral Agent a Control Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by such Grantor and such bank or financial institution, or enter into other arrangements in form and substance reasonably satisfactory to the Collateral Agent, pursuant to the terms of related documents in connection with consummation of transactions which such institution shall irrevocably agree (unless otherwise permitted agreed to by the terms of this AgreementCollateral Agent), and among other things, that (ci) accounts containing not more than $2,500,000 for all such accounts it will comply at any time with the instructions originated by the Collateral Agent (each an “Excluded Account” and collectively for all such accounts in clauses (a), (b) and (c) above, the “Excluded Accounts”)); it being understood and agreed that the Administrative Agent’s control of account #xxxx xxxx xx03 maintained at Bank of America, N.A. is effected in reliance on § 9-104 (a)(1) of the UCC and that a control agreement with respect to such account will not be required. Each Borrower and each other Obligor shall be the sole account holders of each Deposit Account and Securities Account and shall not allow any other Person (other than Administrative Agent and, subject or its designee appointed pursuant to the Intercreditor Agreement, the Term Loan Agent) to have control over a Deposit Account such bank or a Securities Account financial institution directing the disposition of cash, securities, Investment Property and other items from time to time credited to such account, without further consent of such Grantor, which instructions the Collateral Agent (or any Property deposited therein. Each Borrower and each its designee appointed pursuant to the Intercreditor Agreement) will not give to such bank or other Obligor shall promptly notify Administrative Agent of any opening or closing financial institution in the absence of a Deposit Account or a Securities Account (other than an Excluded Account) and, with the consent continuing Event of Administrative Agent, will amend Schedule 8.5 to reflect same. Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, Default 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 cash, checkssecurities, drafts or Investment Property and other similar items of payment relating to or constituting payments made in respect of any and all ABL Priority Collateral (whether or not otherwise delivered such Grantor deposited with such institution shall be subject to a lockbox) into one or more Dominion Accounts. All Net Proceeds perfected, first priority security interest in favor of the sale Collateral Agent (or its designee appointed pursuant to the Intercreditor Agreement; provided that, if an account subject to this Section 4.11 is maintained with the Collateral Agent or another Lender (or one of their Affiliates), the form and substance of the Control Agreement (or any other disposition arrangements entered into pursuant to this Section 4.11) respecting such account must be reasonably satisfactory to the Required Secured Parties. The provisions of this Section 4.11 shall not apply to any ABL Priority Collateral, shall be deposited directly into the applicable Dominion Excluded Accounts.

Deposit Accounts and Securities Accounts. Schedule 8.5 sets forth all Deposit Accounts No Loan Party shall directly or indirectly maintain or establish any deposit account or securities account, unless Agent, the applicable Loan Party or Loan Parties and Securities Accounts the depository institution or securities intermediary at which the account is or will be maintained enter into a deposit account control agreement or securities account control agreement, as the case may be, in form and substance reasonably [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] satisfactory to Agent (an “Account Control Agreement”) (which agreement shall provide, among other things, that (i) such depository institution or securities intermediary has no rights of setoff or recoupment or any other claim against such deposit or securities account (except as agreed to by Borrowers Agent), other than for payment of its service fees and other Obligors, including all Dominion Accounts as of the Closing Date. Each Borrower and other Obligors shall take all actions necessary to establish Administrative Agent’s control of each such Deposit Account and Securities Account and each new Deposit Account and Securities Account opened after the Closing Date (other than (a) an account exclusively used for payroll, employee benefits, withholding tax and other fiduciary deposit accounts, such account, (b) escrow, defeasance and discharge accounts which are required to be established pursuant charges directly related to the terms administration of related documents in connection with consummation such account and for returned checks or other items of transactions otherwise permitted by the terms of this Agreementpayment, and (cii) accounts containing not more than $2,500,000 for such depository institution or securities intermediary shall comply with all instructions of Agent without further consent of such accounts at any time (each Loan Party or Loan Parties, as applicable, including an “Excluded Account” and collectively for all such accounts in clauses (a), (b) and (c) above, the “Excluded Accounts”)); it being understood and agreed that the Administrative Agent’s control instruction by Agent to comply exclusively with instructions of account #xxxx xxxx xx03 maintained at Bank of America, N.A. is effected in reliance on § 9-104 (a)(1) of the UCC and that a control agreement Agent with respect to such account will not be required. Each Borrower and each other Obligor shall be (such notice, a “Notice of Exclusive Control”)), prior to or concurrently with the sole establishment of such deposit account holders of each Deposit Account and Securities Account and shall not allow any other Person or securities account (other than Administrative Agent and, subject to or in the Intercreditor Agreement, the Term Loan Agent) to have control over a Deposit Account or a Securities Account or any Property deposited therein. Each Borrower and each other Obligor shall promptly notify Administrative Agent case of any opening such deposit account or closing securities account maintained as of the date hereof, within ten (10) days after the Closing Date). Agent may only give a Deposit Account Notice of Exclusive Control with respect to any deposit account or securities account at any time at which a Securities Account (other than an Excluded Account) and, with Default or Event of Default has occurred and is continuing. At the consent request of Administrative Agent, will amend Schedule 8.5 to reflect same. Each Borrower Borrowers shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, and (ii) create or designate a dedicated deposit account or cause accounts to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts used exclusively for payroll or other similar items of payment relating to or constituting payments made in respect of any and all ABL Priority Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. All Net Proceeds of the sale or other disposition of any ABL Priority Collateral, shall be deposited directly into the applicable Dominion Accountswithholding tax purposes.

Deposit Accounts and Securities Accounts. Schedule 8.5 sets forth A. Each Credit Party shall (i) deposit all Deposit Accounts and Securities Accounts of its Cash in deposit accounts that are maintained by Borrowers and other Obligors, including all Dominion Accounts as with one or more of the Closing Date. Each Borrower Lenders or their Affiliates except for (x) Cash in the aggregate not to exceed, together with any Cash Equivalents not maintained in securities accounts with one or more of the Lenders or their Affiliates, $7,500,000 at any time and other Obligors shall take all actions necessary to establish Administrative Agent’s control (y) zero-balance accounts for the purpose of each such Deposit Account managing local disbursements and Securities Account and each new Deposit Account and Securities Account opened after the Closing Date (other than (a) an account exclusively used for payroll, employee benefits, withholding tax and other fiduciary deposit accounts, such account, (b) escrow, defeasance and discharge accounts which are required to be established pursuant to the terms of related documents in connection with consummation of transactions otherwise permitted by the terms of this Agreement, and (c) accounts containing not more than $2,500,000 for all such accounts at any time (each an “Excluded Account” and collectively for all such accounts in clauses (a), (b) and (c) above, the “Excluded Accounts”)); it being understood and agreed that the Administrative Agent’s control of account #xxxx xxxx xx03 maintained at Bank of America, N.A. is effected in reliance on § 9-104 (a)(1) of the UCC and that a control agreement with respect to such account will not be required. Each Borrower and each other Obligor shall be the sole account holders of each Deposit Account and Securities Account and shall not allow any other Person (other than Administrative Agent and, subject to the Intercreditor Agreement, the Term Loan Agent) to have control over a Deposit Account or a Securities Account or any Property deposited therein. Each Borrower and each other Obligor shall promptly notify Administrative Agent of any opening or closing of a Deposit Account or a Securities Account (other than an Excluded Account) and, with the consent of Administrative Agent, will amend Schedule 8.5 to reflect same. Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, and (ii) deposit or cause to be deposited promptly, and maintain all of its Cash Equivalents (other than any treasury stock of Holdings) in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all ABL Priority Collateral (whether or not otherwise delivered to a lockbox) into securities accounts that are maintained with one or more Dominion Accounts. All Net Proceeds of the sale Lenders or their Affiliates, other than Cash Equivalents (other than any treasury stock of Holdings) the aggregate value of which does not exceed, together with any cash not maintained in deposit accounts with one or more of the Lenders or their Affiliates, $7,500,000, and (iii) on the Closing Date, deliver to the Administrative Agent Schedule 6.11A hereto, setting forth each money market account, deposit account and securities account which is maintained by the Borrower or any other Credit Party as of such date as a “concentration account” or for cash management concentration purposes (including, without limitation, the money market account at Florida Community Bank, if then still in existence, but excluding the Borrower’s securities account with Xxxxxxx Xxxxx), regardless of the balance maintained in such account, including the account numbers, the names of the depositary or other disposition financial institution where such account is maintained; provided, however, that the foregoing requirements shall not apply to any Cash or Cash Equivalents maintained at an Alternative Cash Management Bank and subject to a Control Agreement in accordance with subsection 6.11B below. The Borrower shall provide an updated schedule including all of the information described in clause (iii) above within sixty (60) days following any changes in such information. The Borrower (on behalf of itself and on behalf of each other Credit Party) hereby irrevocably authorizes each Lender and Affiliate of such Lender at which any money market accounts, deposit accounts or securities accounts of any ABL Priority CollateralCredit Party are maintained to provide the Administrative Agent, shall be deposited directly into upon request therefor by the applicable Dominion AccountsAdministrative Agent, the account name, account number, current balance, transaction activity and transaction history with respect to any such account.

Deposit Accounts and Securities Accounts. Schedule 8.5 sets forth all No Borrower will, at any time prior to the Release Date, directly or indirectly, establish any new Deposit Accounts Account, Securities Account or commodity account (as such term is defined in the UCC) without five (5) days prior written notice to Asahi. Prior to the Release Date, for each Deposit Account, Securities Account or commodity account that any Borrower at any time maintains, such Borrower shall cause the applicable bank or financial institution at or with which any such account is maintained to execute and Securities Accounts maintained by Borrowers and deliver a control agreement or other Obligorsappropriate instrument with respect to such account to perfect Asahi’s Lien in such account in accordance with the terms hereunder, including all Dominion Accounts as which control agreement may not be terminated without the prior written consent of Asahi. The provisions of the Closing Date. Each Borrower and other Obligors previous two sentences shall take all actions necessary not apply to establish Administrative Agent’s control of each such Deposit Account and Securities Account and each new Deposit Account and Securities Account opened after the Closing Date (other than (ai) an account deposit accounts exclusively used for payroll, payroll taxes and/or other employee benefits, withholding tax wage and other fiduciary deposit accounts, benefit payments to or for the benefit of any Borrower’s employees and identified to Asahi by such accountBorrower as such, (bii) escrow, defeasance and discharge controlled disbursement accounts which are required to be established pursuant to held at Silicon Valley Bank; provided that each such account has a daily balance of zero as of the terms end of related documents in connection with consummation of transactions otherwise permitted by the terms of this Agreementeach day, and (ciii) any account or accounts containing not more than at which any Borrower maintains an aggregate amount of up to One Hundred Thousand Dollars ($2,500,000 100,000) for all such accounts at any time (each an “Excluded Account” and collectively for time. Notwithstanding the foregoing, at all such accounts in clauses (a), (b) and (c) above, the “Excluded Accounts”)); it being understood and agreed that the Administrative Agent’s control of account #xxxx xxxx xx03 maintained at Bank of America, N.A. is effected in reliance on § 9-104 (a)(1) of the UCC and that a control agreement with respect to such account will not be required. Each Borrower and each other Obligor shall be the sole account holders of each Deposit Account and Securities Account and shall not allow any other Person (other than Administrative Agent and, subject times prior to the Intercreditor AgreementRelease Date, the Term Loan AgentAsahi agrees that (i) to have control over a the extent any Borrower maintains any Deposit Account or a Account, Securities Account or any Property deposited therein. Each Borrower and each other Obligor shall promptly notify Administrative Agent of any opening or closing of commodity account with a Deposit Account or a Securities Account (financial institution other than an Excluded Account) andSilicon Valley Bank, with the consent of Administrative Agent, will amend Schedule 8.5 to reflect same. Each such Borrower shall (i) request in writing only be required to provide and otherwise take maintain control agreements for the benefit of Asahi if and to the extent that the Borrower is required to provide and maintain such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4agreements for the benefit of Silicon Valley Bank, and (ii) deposit any control agreement executed and delivered in favor of Asahi shall be in form and substance satisfactory to Asahi in its reasonable discretion. In addition, from and after the Release Date, no Borrower will, directly or cause indirectly, establish any new Deposit Account or Securities Account without prior written notice to be deposited promptlyAsahi except for (i) accounts used exclusively for payroll or other employment or tax related payments, (ii) accounts holding cash collateral for letters of credit contemplated by the definition of Permitted Liens, (iii) controlled disbursement accounts held at Silicon Valley Bank; provided that each such account has a daily balance of zero as of the end of each day, and (iv) other accounts holding no more than $1,000,000 in any event no later than the first Business Day after the date aggregate, of receipt thereof, all cash, checksInvestment Property, drafts Securities or other similar items of payment relating to or constituting payments made in respect of any assets. Asahi shall cooperate with the Borrowers (at the sole cost and all ABL Priority Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. All Net Proceeds expense of the sale or other disposition of Borrowers) to terminate any ABL Priority Collateral, shall be deposited directly into control agreement to the applicable Dominion Accountsextent any Borrower is no longer required to maintain such control agreement hereunder.”

Deposit Accounts and Securities Accounts. Schedule 8.5 sets forth To further secure the prompt payment and performance of all Deposit Accounts Obligations, each Borrower hereby grants to Agent, for the benefit of Secured Parties, a continuing security interest in and Securities Accounts maintained by Borrowers Lien upon all of such Borrower’s right, title and other Obligors, including all Dominion Accounts as of the Closing Date. Each Borrower interest in and other Obligors shall take all actions necessary to establish Administrative Agent’s control of each such Deposit Account and Securities Account and each new Deposit Account and Securities Account opened after the Closing Date (other than (a) an account exclusively used for payroll, employee benefits, withholding tax and other fiduciary deposit accounts, such account, (b) escrow, defeasance and discharge accounts which are required to be established pursuant to the terms of related documents in connection with consummation of transactions otherwise permitted by the terms of this Agreement, and (c) accounts containing not more than $2,500,000 for all such accounts at any time (each an “Excluded Account” and collectively for all such accounts in clauses (a), (b) and (c) above, the “Excluded Accounts”)); it being understood and agreed that the Administrative Agent’s control of account #xxxx xxxx xx03 maintained at Bank of America, N.A. is effected in reliance on § 9-104 (a)(1) of the UCC and that a control agreement with respect to such account will not be required. Each Borrower and each other Obligor shall be the sole account holders of each Deposit Account and Securities Account of such Borrower (excluding funds held in trust or escrow) and any deposits or other sums (excluding funds held in trust or escrow) at any time credited to any such Deposit Account or Securities Account, including any sums (excluding funds held in trust or escrow) in any Dominion Account or in any accounts into which such sums are swept, including the Agent Payment Account; provided, however, that unless a Cash Dominion Trigger Event has occurred and is continuing, Borrowers may maintain on deposit with financial institutions other than Agent and its Affiliates (a “Non-Agent Deposit Account”) up to $2,000,000 in the aggregate in all such Non-Agent Deposit Accounts at any time, which such Non-Agent Deposit Accounts shall not allow any other Person (other than Administrative Agent and, be subject to the Intercreditor Agreementsecurity interest or control of Agent. Notwithstanding the foregoing, Borrowers will cause all proceeds of accounts receivable to be forwarded to a lockbox or, with Agent’s consent, deposited into a special account, blocked account or other deposit account with respect to which the depository bank has entered into a written agreement with Agent granting to Agent a security interest in, and control over, the Term Loan Agent) funds from time to have control over time on deposit therein (each, a Deposit Account or a Securities Account or any Property deposited therein“Dominion Account”). Each Borrower and Guarantor will authorize and direct each bank or other Obligor shall promptly notify Administrative depository to deliver to the Agent of any opening or closing of a Deposit Account or a Securities Account (other than an Excluded Payment Account) and, with the consent of Administrative Agent, will amend Schedule 8.5 to reflect same. Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, Sections 8.4.1 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 thereof8.4.2, all cashbalances in each Dominion Account maintained by such Borrower with such depository for application to the Obligations then outstanding. During a Cash Dominion Trigger Event, checks, drafts or other similar items of payment relating each Borrower irrevocably appoints Agent as such Borrower’s attorney-in-fact to or constituting payments made in respect of collect such balances to the extent any and all ABL Priority Collateral (whether or such delivery is not otherwise delivered to a lockbox) into one or more Dominion Accounts. All Net Proceeds of the sale or other disposition of any ABL Priority Collateral, shall be deposited directly into the applicable Dominion Accountsso made.

Deposit Accounts and Securities Accounts. Schedule 8.5 sets forth Each Grantor shall maintain at all times following the date hereof all of its Deposit Accounts and Securities Accounts maintained by Borrowers (other than Excluded Accounts) with a depository bank or Securities Intermediary or any other financial institution that has entered into a Control Agreement; provided that (i) no Control Agreement shall be required for any Excluded Account, (ii) subject to the forgoing clause (i), Control Agreements required to be delivered under this Section 4.13 with respect to Deposit Accounts and other Obligors, including all Dominion Securities Accounts existing as of the Closing Date. Each Borrower and other Obligors shall take all actions necessary to establish Administrative Agent’s control of each such Deposit Account and Securities Account and each new Deposit Account and Securities Account opened after the Closing Date (other than (a) an account exclusively used for payroll, employee benefits, withholding tax and other fiduciary deposit accounts, such account, (b) escrow, defeasance and discharge accounts which are required to be established pursuant to the terms of related documents in connection with consummation of transactions otherwise permitted by the terms of this Agreement, and (c) accounts containing not more than $2,500,000 for all such accounts at any time (each an “Excluded Account” and collectively for all such accounts in clauses (a), (b) and (c) above, the “Excluded Accounts”)); it being understood and agreed that the Administrative Agent’s control of account #xxxx xxxx xx03 maintained at Bank of America, N.A. is effected in reliance on § 9-104 (a)(1) of the UCC and that a control agreement with respect to such account will not be required. Each Borrower and each other Obligor date hereof shall be the sole account holders of each Deposit Account and Securities Account and shall not allow any other Person promptly delivered (other than Administrative Agent and, subject to the Intercreditor Agreement, the Term Loan Agent) to have control over a Deposit Account or a Securities Account or any Property deposited therein. Each Borrower and each other Obligor shall promptly notify Administrative Agent of any opening or closing of a Deposit Account or a Securities Account (other than an Excluded Account) and, with the consent of Administrative Agent, will amend Schedule 8.5 to reflect same. Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, and (ii) deposit or cause to be deposited promptly, and but in any event no later than 180 days after the first Business Day Effective Date (or such later date to which the ABL Administrative Agent may agree)) by such Grantor, (iii) Control Agreements required to be delivered under this Section 4.13 with respect to Deposit Accounts or Securities Accounts acquired or formed after the date hereof or Deposit Accounts or Securities Accounts, which cease to constitute Excluded Accounts after the date hereof shall be delivered within thirty (30) days of receipt thereofsuch acquisition, all cashformation or cessation (or such later date to which the Agent may reasonably agree), checks(iv) no Control Agreement shall be required for any Deposit Account or Securities Account (1) to the extent the funds on deposit therein are swept on a daily basis into a Deposit Account or Securities Account that is subject to a Control Agreement or (2) so long as the ABL Collateral Agent is acting as gratuitous bailee and non-fiduciary agent for the Agent (for benefit of the Notes Secured Parties) pursuant to the terms of the Intercreditor Agreement; provided that, drafts notwithstanding this clause (iv)(2), each applicable Grantor shall use its commercially reasonable efforts to have the Agent be a party to any such Control Agreement. The Agent agrees with each Grantor that the Agent shall not give notice to any depositary under any control, blocked account or other similar items of payment relating to or constituting payments made agreement in respect of any a Deposit Account or Securities Account unless an Event of Default has occurred and all ABL Priority Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. All Net Proceeds of the sale or other disposition of any ABL Priority Collateral, shall be deposited directly into the applicable Dominion Accountsis continuing.

Deposit Accounts and Securities Accounts. Schedule 8.5 sets forth all Deposit Accounts and Securities Accounts maintained by Borrowers and other Obligors, including all Dominion Accounts as of the Closing Date. Each Borrower and other Obligors shall take all actions necessary to establish Administrative Agent’s control of each such Deposit Account and Securities Account and each new Deposit Account and Securities Account opened after the Closing Date (other than (a) an account exclusively used for payroll, employee benefits, withholding tax and other fiduciary deposit accounts, such account, (b) escrow, defeasance and discharge accounts which are required to be established pursuant Subject to the terms of related documents in connection with consummation of transactions otherwise permitted by the terms of this Intercreditor Agreement, and (c) accounts containing not more than $2,500,000 for all such accounts at any time (each an “Excluded Account” and collectively for all such accounts in clauses (a), (b) and (c) above, the “Excluded Accounts”)); it being understood and agreed that the Administrative Agent’s control of account #xxxx xxxx xx03 maintained at Bank of America, N.A. is effected in reliance on § 9-104 (a)(1) of the UCC and that a control agreement with respect to such account will not be required. Each Borrower and each other Obligor shall be the sole account holders of each Deposit Account and Securities Account and shall not allow any other Person (other than Administrative Agent andincluding, subject without limitation, those listed on Schedule 8) that (i) prior to the Intercreditor AgreementDischarge of ABL Obligations, to the Term Loan Agent) to have control over a extent such Deposit Account or a Securities Account or any Property deposited therein. Each Borrower and each other Obligor shall promptly notify Administrative Agent of any opening or closing of a Deposit Account or a Securities Account (other than an Excluded Account) and, with the consent of Administrative Agent, will amend Schedule 8.5 to reflect same. Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, 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 cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all constitutes ABL Priority Collateral (whether as defined in the Intercreditor Agreement), that any Grantor causes the depositary bank or not otherwise delivered securities intermediary, as applicable, to a lockbox) into one agree to comply without further consent of such Grantor, at any time with instructions from the collateral agent for the Credit Agreement to such depositary bank or more Dominion Accounts. All Net Proceeds of securities intermediary, directing the sale or other disposition of any funds or financial assets, as applicable, from time to time credited to such deposit account or securities account (provided that if the collateral agent or administrative agent under the Credit Agreement shall have entered into a control agreement with such depository bank or securities intermediary, the Collateral Agent shall enter into a similar control agreement) or (ii) from and after the Discharge of ABL Obligations or to the extent such Deposit Account or Securities Account, as applicable, does not constitute ABL Priority Collateral, that any Grantor, now or at any time hereafter, opens or maintains, such Grantor shall, at the Collateral Agent’s request and option, pursuant to a Control Agreement in form and substance satisfactory to the Collateral Agent, use its commercially reasonable efforts to cause the depositary bank or securities intermediary, as applicable, to agree to comply without further consent of such Grantor, at any time with instructions from the Collateral Agent to such depositary bank or securities intermediary directing the disposition of funds or financial assets from time to time credited to such deposit account or securities account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall be deposited directly into the applicable Dominion not give any such instructions or withhold any withdrawal rights from such Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any Excluded Accounts.

Deposit Accounts and Securities Accounts. Schedule 8.5 sets forth (i) Borrowers shall maintain at all Deposit times Dominion Accounts pursuant to lockbox or other arrangements acceptable to DIP Agent and, in the case of any such Dominion Account and Securities Accounts maintained lockbox arrangement, with such bank as may be selected by Borrowers and other Obligorsbe acceptable to DIP Agent. Borrowers shall obtain a deposit account control agreement (in form and substance satisfactory to DIP Agent) from each lockbox servicer and Dominion Account bank that maintains a Deposit Account of each Borrower, including all Dominion Accounts as of the Closing Date. Each Borrower and other Obligors shall take all actions necessary to establish Administrative establishing DIP Agent’s control over and Lien in the lockbox and any such Dominion Account, requiring immediate deposit of all remittances received in the lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges. All funds in each such Deposit Dominion Account shall be immediately transferred to the Payment Account and Securities Account and each new Deposit Account and Securities Account opened after the Closing Date (other than (a) an account exclusively used for payroll, employee benefits, withholding tax and other fiduciary deposit accounts, such account, (b) escrow, defeasance and discharge accounts which are required to shall be established pursuant applied to the terms of related documents in connection with consummation of transactions otherwise permitted by Obligations at the terms of this Agreement, and (c) accounts containing not more than $2,500,000 for all such accounts at any time (each an “Excluded Account” and collectively for all such accounts in clauses (a), (b) and (c) above, the “Excluded Accounts”)); it being understood and agreed that the Administrative Agent’s control of account #xxxx xxxx xx03 maintained at Bank of America, N.A. is effected in reliance on § 9-104 (a)(1) beginning of the UCC next Business Day in accordance with Section 4.7. DIP Agent and that a control agreement DIP Lenders assume no responsibility to Borrowers for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to such account will not be requiredany Payment Items accepted by any bank. Each Borrower and each other Obligor Borrowers shall be the sole account holders of each Deposit Account and Securities Account and shall not allow any other Person (other than Administrative Agent and, subject to the Intercreditor Agreement, the Term Loan Agent) to have control over a Deposit Account or a Securities Account or any Property deposited therein. Each Borrower and each other Obligor shall promptly notify Administrative Agent of any opening or closing of a Deposit Account or a Securities Account (other than an Excluded Account) and, with the consent of Administrative Agent, will amend Schedule 8.5 to reflect same. Each Borrower shall (i) request in writing and otherwise take such commercially reasonable steps to ensure that all Account Debtors forward payment payments on Accounts or otherwise relating to Collateral are made directly to lockboxes and a Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, and Account (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 cash, checks, drafts or other similar items of payment a lockbox relating to a Dominion Account). If a Borrower or constituting payments made in any Subsidiary receives Cash or Payment Items with respect of any and all ABL Priority Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. All Net Proceeds of the sale or other disposition of any ABL Priority Collateral, or, subject to the terms of the Intercreditor Agreements, any other Collateral, it shall be deposited directly hold same in trust for Pre-Petition ABL Agent and DIP Agent and promptly (not later than the next Business Day) deposit same into the applicable a Dominion AccountsAccount. For avoidance of doubt, no Dominion Account shall constitute an Excluded Deposit Account.

Deposit Accounts and Securities Accounts. Attached hereto as Schedule 8.5 sets forth 9 is a true and complete list of all Deposit Accounts and Securities Accounts (each as defined in the Security Agreement) maintained by Borrowers and other Obligorseach Company, including all Dominion Accounts the name of each institution where each such account is held, the name of each such account, the name of each entity that holds each account and stating if such account is required to be subject to a control agreement in favor of the Agent under the ABL Credit Agreement. IN WITNESS WHEREOF, we have hereunto signed this Perfection Certificate as of the Closing Dateday and year first above written. OFFICE DEPOT, INC. By: Name: Title: [Each of the Guarantors] By: Name: Title: EXHIBIT H-1 FORM OF U.S. TAX CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement, dated as of November 8, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time (the “Credit Agreement”), by and among Office Depot, Inc., the other Loan Parties party thereto, the Lenders party thereto, Xxxxxxx Xxxxx Lending Partners LLC, as Administrative Agent and Collateral Agent and Xxxxxxx Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Bank, National Association, as Syndication Agents. Pursuant to the provisions of Section 2.19 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) no interest payments under any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] EXHIBIT H-2 FORM OF U.S. TAX CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement, dated as of November 8, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time (the “Credit Agreement”), by and among Office Depot, Inc., the other Obligors shall take all actions necessary Loan Parties party thereto, the Lenders party thereto, Xxxxxxx Xxxxx Lending Partners LLC, as Administrative Agent and Collateral Agent and Xxxxxxx Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Bank, National Association, as Syndication Agents. Pursuant to establish Administrative Agent’s control the provisions of each such Deposit Account Section 2.19 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and Securities Account and each new Deposit Account and Securities Account opened after beneficial owner of the Closing Date (other than (a) an account exclusively used for payroll, employee benefits, withholding tax and other fiduciary deposit accounts, such accountparticipation in respect of which it is providing this certificate, (bii) escrowit is not a bank within the meaning of Section 881(c)(3)(A) of the Code, defeasance and discharge accounts which are required to be established pursuant (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the terms Borrower as described in Section 881(c)(3)(C) of related documents in connection with consummation of transactions otherwise permitted by the terms of this AgreementCode, and (cv) accounts containing not more than $2,500,000 for no interest payments under any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such accounts at any Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT H-3 FORM OF U.S. TAX CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement, dated as of November 8, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time (the “Credit Agreement”), by and among Office Depot, Inc., the other Loan Parties party thereto, the Lenders party thereto, Xxxxxxx Xxxxx Lending Partners LLC, as Administrative Agent and Collateral Agent and Xxxxxxx Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Bank, National Association, as Syndication Agents. Pursuant to the provisions of Section 2.19 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its direct or indirect partners/members claiming the portfolio interest exemption (“Applicable Partners/Members”) is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its Applicable Partners/Members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (v) none of its Applicable Partners/Members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no interest payments under any Loan Document are effectively connected with the undersigned’s or its Applicable Partners’/Members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] XXXXXXX X-0 XXXX XX X.X. TAX CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement, dated as of November 8, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time (the “Excluded Account” Credit Agreement”), by and collectively for all among Office Depot, Inc., the other Loan Parties party thereto, the Lenders party thereto, Xxxxxxx Xxxxx Lending Partners LLC, as Administrative Agent and Collateral Agent and Xxxxxxx Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Bank, National Association, as Syndication Agents. Pursuant to the provisions of Section 2.19 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such accounts Loan(s)) in clauses respect of which it is providing this certificate, (aii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (biii) and neither the undersigned nor any of its direct or indirect partners/members claiming the portfolio interest exemption (c“Applicable Partners/Members”) above, is a bank within the “Excluded Accounts”)); it being understood and agreed that the Administrative Agent’s control meaning of account #xxxx xxxx xx03 maintained at Bank of America, N.A. is effected in reliance on § 9-104 (a)(1Section 881(c)(3)(A) of the UCC Code, (iv) none of its Applicable Partners/Member is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (v) none of its Applicable Partners/Members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and that (vi) no interest payments under any Loan Document are effectively connected with the undersigned’s or its Applicable Partners’/Members’ conduct of a control agreement with respect to such account will not be requiredU.S. trade or business. Each Borrower and each other Obligor shall be The undersigned has furnished the sole account holders of each Deposit Account and Securities Account and shall not allow any other Person (other than Administrative Agent and, subject to and the Intercreditor Agreement, Borrower with IRS Form W-8IMY accompanied by one of the Term Loan Agent) to have control over a Deposit Account or a Securities Account or any Property deposited therein. Each Borrower and following forms from each other Obligor shall promptly notify Administrative Agent of any opening or closing of a Deposit Account or a Securities Account (other than an Excluded Account) and, with its partners/members that is claiming the consent of Administrative Agent, will amend Schedule 8.5 to reflect same. Each Borrower shall portfolio interest exemption: (i) request an IRS Form W-8BEN or W-8BEN-E, as applicable or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and otherwise take such reasonable steps to ensure that (2) the undersigned shall have at all Account Debtors forward times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, and (ii) deposit or cause is to be deposited promptlymade to the undersigned, and or in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all ABL Priority Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. All Net Proceeds either of the sale or other disposition of any ABL Priority Collateraltwo calendar years preceding such payments. Unless otherwise defined herein, tennis defined in the Credit Agreement and used herein shall be deposited directly into have the applicable Dominion Accounts.meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ]

Deposit Accounts and Securities Accounts. Schedule 8.5 sets forth all (a) As of the date hereof each Credit Party has neither opened nor maintains any Deposit Accounts other than the accounts listed on Schedule V. From and Securities Accounts maintained by Borrowers and other Obligorsafter the date hereof (or (x) in the case of any Deposit Account which was an Excluded Account but ceases to constitute same, including all Dominion Accounts thirty (30) days after such cessation or (y) in each case, such longer period as is acceptable to the Administrative Agent in its sole discretion), each of the Closing Date. Each Borrower and other Obligors shall take all actions necessary to establish Administrative Agent’s control of each such Deposit Account and Securities Account and each new Deposit Account and Securities Account opened after the Closing Date Accounts (other than (aExcluded Accounts) an account exclusively used for payroll, employee benefits, withholding tax and other fiduciary deposit accounts, such account, (b) escrow, defeasance and discharge accounts which are required to of each Credit Party shall be established pursuant subject to the terms of related documents in connection with consummation of transactions otherwise permitted by the terms of this Agreement, and (c) accounts containing not more than $2,500,000 for all such accounts at any time (each an “Excluded Account” and collectively for all such accounts in clauses (a), (b) and (c) above, the “Excluded Accounts”)); it being understood and agreed that the Administrative Agent’s control of account #xxxx xxxx xx03 maintained at Bank of America, N.A. is effected in reliance on § 9-104 (a)(1) of the UCC and that a control agreement with respect to such account will not be required. Each Borrower and each other Obligor shall be the sole account holders of each fully executed Deposit Account and Securities Account and Control Agreement. No Credit Party shall not allow hereafter establish or maintain any other Person (other than Administrative Agent and, subject to the Intercreditor Agreement, the Term Loan Agent) to have control over a Deposit Account or a Securities Account or any Property deposited therein. Each Borrower and each other Obligor shall promptly notify Administrative Agent of any opening or closing of a Deposit Account or a Securities Account (other than an Excluded Account) andunless (1) the applicable Credit Party shall have given the Administrative Agent ten (10) days’ (or such other period as may be acceptable to the Administrative Agent in its sole discretion) prior written notice of its intention to establish such new Deposit Account with a Cash Management Bank, with (2) such Cash Management Bank shall be reasonably acceptable to the consent of Administrative Agent, will amend Schedule 8.5 and (3) such Cash Management Bank and such Credit Party shall have duly executed and delivered to reflect samethe Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account within thirty (30) days of its being established (or such longer period as the Administrative Agent agrees in its sole discretion). The Administrative Agent agrees with each Credit Party that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Credit Party with respect to funds from time to time credited to any Deposit Account except upon the occurrence and during the continuation of an Event of Default. No Credit Party shall grant Control of any Deposit Account (other than Excluded Accounts) to any person other than the Administrative Agent. Each Borrower shall Credit Party shall, promptly following a request of the Administrative Agent, provide it with a list of all Deposit Accounts (iincluding Excluded Accounts) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts then maintained pursuant to and in accordance with Section 8.2.4, 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 cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any by it and all ABL Priority Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. All Net Proceeds of the sale or other disposition of any ABL Priority Collateral, shall information relating thereto as may be deposited directly into the applicable Dominion Accountsreasonably requested.

Deposit Accounts and Securities Accounts. Schedule 8.5 sets forth all (a) As of the date hereof each Credit Party has neither opened nor maintains any Deposit Accounts other than the accounts listed on Schedule V. From and Securities Accounts maintained by Borrowers and other Obligorsafter the date hereof (or (x) in the case of any Deposit Account which was an Excluded Account but ceases to constitute same, including all Dominion Accounts thirty (30) days after such cessation or (y) in each case, such longer period as is acceptable to the Administrative Agent in its sole discretion), each of the Closing Date. Each Borrower and other Obligors shall take all actions necessary to establish Administrative Agent’s control of each such Deposit Account and Securities Account and each new Deposit Account and Securities Account opened after the Closing Date Accounts (other than (aExcluded Accounts) an account exclusively used for payroll, employee benefits, withholding tax and other fiduciary deposit accounts, such account, (b) escrow, defeasance and discharge accounts which are required to of each Credit Party shall be established pursuant subject to the terms of related documents in connection with consummation of transactions otherwise permitted by the terms of this Agreement, and (c) accounts containing not more than $2,500,000 for all such accounts at any time (each an “Excluded Account” and collectively for all such accounts in clauses (a), (b) and (c) above, the “Excluded Accounts”)); it being understood and agreed that the Administrative Agent’s control of account #xxxx xxxx xx03 maintained at Bank of America, N.A. is effected in reliance on § 9-104 (a)(1) of the UCC and that a control agreement with respect to such account will not be required. Each Borrower and each other Obligor shall be the sole account holders of each fully executed Deposit Account and Securities Account and Control Agreement. No Credit Party shall not allow hereafter establish or maintain any other Person (other than Administrative Agent and, subject to the Intercreditor Agreement, the Term Loan Agent) to have control over a Deposit Account or a Securities Account or any Property deposited therein. Each Borrower and each other Obligor shall promptly notify Administrative Agent of any opening or closing of a Deposit Account or a Securities Account (other than an Excluded Account) andunless (1) the applicable Credit Party shall have given the Administrative Agent ten (10) days’ (or such other period as may be acceptable to the Administrative Agent in its sole discretion) prior written notice of its intention to establish such new Deposit Account with a Cash Management Bank, with (2) such Cash Management Bank shall be reasonably acceptable to the consent of Administrative Agent, will amend Schedule 8.5 and (3) such Cash Management Bank and such Credit Party shall have duly executed and delivered to reflect samethe Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account within ten (10) days of its being established (or such longer period as the Administrative Agent agrees in its sole discretion). The Administrative Agent agrees with each Credit Party that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Credit Party with respect to funds from time to time credited to any Deposit Account except upon the occurrence and during the continuation of an Event of Default. No Credit Party shall grant Control of any Deposit Account (other than Excluded Accounts) to any person other than the Administrative Agent. Each Borrower shall Credit Party shall, promptly following a request of the Administrative Agent, provide it with a list of all Deposit Accounts (iincluding Excluded Accounts) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts then maintained pursuant to and in accordance with Section 8.2.4, 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 cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any by it and all ABL Priority Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. All Net Proceeds of the sale or other disposition of any ABL Priority Collateral, shall information relating thereto as may be deposited directly into the applicable Dominion Accountsreasonably requested.

Deposit Accounts and Securities Accounts. Schedule 8.5 sets forth all Deposit Accounts and Securities Accounts maintained by Borrowers and other Obligors, including all Dominion Accounts as of the Closing Date. Each Borrower and other Obligors No Loan Party shall take all actions necessary to directly or indirectly maintain or establish Administrative Agent’s control of each such Deposit Account and Securities Account and each new Deposit Account and Securities Account opened after the Closing Date any deposit account or securities account (other than (a) an account the Royalty Deposit Accounts, but subject to the last sentence of this Section 7.10, and other than any deposit accounts used exclusively used for payroll, employee benefits, payroll or withholding tax purposes), unless Agent, the applicable Loan Party or Loan Parties and the depository institution or securities intermediary at which the account is or will be maintained enter into a deposit account control agreement or securities account control agreement, as the case may be, in form and substance satisfactory to Agent (an “Account Control Agreement”) (which agreement shall provide, among other things, that (i) such depository institution or securities intermediary has no rights of setoff or recoupment or any other claim against such deposit or securities account (except as agreed to by Agent), other than for payment of its service fees and other fiduciary deposit accounts, such account, (b) escrow, defeasance and discharge accounts which are required to be established pursuant charges directly related to the terms administration of related documents in connection with consummation such account and for returned checks or other items of transactions otherwise permitted by the terms of this Agreementpayment, and (cii) accounts containing not more than $2,500,000 for such depository institution or securities intermediary shall comply with all instructions of Agent without further consent of such accounts at any time (each Loan Party or Loan Parties, as applicable, including, without limitation, an “Excluded Account” and collectively for all such accounts in clauses (a), (b) and (c) above, the “Excluded Accounts”)); it being understood and agreed that the Administrative Agent’s control of account #xxxx xxxx xx03 maintained at Bank of America, N.A. is effected in reliance on § 9-104 (a)(1) instruction by Agent to comply exclusively with instructions of the UCC and that a control agreement Agent with respect to such account (such notice, a “Notice of Exclusive Control”)), prior to or concurrently with the establishment of such deposit account or securities account (or in the case of any such deposit account or securities account maintained as of the date hereof, within 30 days after the Closing Date). Agent may only give a Notice of Exclusive Control with respect to any deposit account or securities account at any time at which an Event of Default has occurred and is continuing. Borrower shall create or maintain a dedicated deposit account or accounts to be used exclusively for payroll or withholding tax purposes. The Royalty Deposit Accounts shall be dedicated exclusively to the receipt of royalty payments resulting from the license of the DepoDur and DepoCyt products. Borrower will not be required. Each Borrower and each other Obligor shall be the sole account holders of each permit any funds to remain on deposit in any Royalty Deposit Account and Securities Account and except to the extent required pursuant to the Royalty Lockbox Agreement. If at any time (x) the Royalty Agreements are terminated or (y) the Royalty Agreements are amended to permit Agent to obtain control of the Royalty Deposit Accounts, then the Borrower shall not allow any other Person (other than Administrative Agent and, immediately cause such Royalty Deposit Accounts to become subject to the Intercreditor an Account Control Agreement, the Term Loan Agent) to have control over a Deposit Account or a Securities Account or any Property deposited therein. Each Borrower and each other Obligor shall promptly notify Administrative Agent of any opening or closing of a Deposit Account or a Securities Account (other than an Excluded Account) and, with the consent of Administrative Agent, will amend Schedule 8.5 to reflect same. Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, 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 cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all ABL Priority Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. All Net Proceeds of the sale or other disposition of any ABL Priority Collateral, shall be deposited directly into the applicable Dominion Accounts.

Deposit Accounts and Securities Accounts. Schedule 8.5 sets forth all Deposit Accounts The Borrower shall, and Securities Accounts maintained by Borrowers and other Obligors, including all Dominion Accounts as of the Closing Date. Each Borrower and other Obligors shall take all actions necessary to establish Administrative Agent’s control of cause each such Deposit Account and Securities Account and each new Deposit Account and Securities Account opened after the Closing Date (other than Credit Party to: (a) commencing with the date that is 60 days after the Amendment No. 2 Effective Date (or such later date agreed to by the Administrative Agent in its sole discretion), maintain all deposit accounts with a Lender and subject to Account Control Agreements and all securities accounts subject to Account Control Agreements; provided that, this clause (a) shall not apply to (i) deposit accounts used solely for xxxxx cash and which have deposits of less than $500,000 in the aggregate at any time, (ii) Excluded Accounts and (iii) Acquired Deposit Accounts or any securities account acquired, or held by any Person acquired, under an account exclusively used Acquisition permitted hereunder for payrolla period of 90 days after completion of such Acquisition, employee benefits, withholding tax and other fiduciary deposit accounts, such account, (b) escrowdeposit all proceeds of Eligible Receivables which were considered in calculating the then effective Borrowing Base into one or more deposit accounts that are subject to Account Control Agreements, defeasance and discharge accounts which are required to be established pursuant or if prior to the terms of related documents required deadline provided in connection with consummation of transactions otherwise permitted by the terms of this Agreement, and (c) accounts containing not more than $2,500,000 for all such accounts at any time (each an “Excluded Account” and collectively for all such accounts in clauses preceding clause (a), into one or more deposit accounts with Xxxxx Fargo; provided that, this clause (b) shall not apply to any Eligible Receivable acquired by, or generated by any business or Person that is acquired by and (c) abovebecomes, a Credit Party in connection with a Permitted Acquisition to the “Excluded Accounts”)); it being understood extent proceeds of such Eligible Receivable are deposited in Acquired Deposit Accounts during the 90-day period provided for in the definition thereof. The Borrower, for itself and agreed on behalf of its Subsidiaries that are Credit Parties, hereby authorizes the Administrative Agent’s control of account #xxxx xxxx xx03 maintained at Bank of America, N.A. is effected in reliance on § 9-104 (a)(1) Agent to deliver notices to the depositary banks pursuant to any Account Control Agreement under any one or more of the UCC and that a control agreement with respect to such account will not be required. Each Borrower and each other Obligor shall be the sole account holders of each Deposit Account and Securities Account and shall not allow any other Person (other than Administrative Agent and, subject to the Intercreditor Agreement, the Term Loan Agent) to have control over a Deposit Account or a Securities Account or any Property deposited therein. Each Borrower and each other Obligor shall promptly notify Administrative Agent of any opening or closing of a Deposit Account or a Securities Account (other than an Excluded Account) and, with the consent of Administrative Agent, will amend Schedule 8.5 to reflect same. Each Borrower shall following circumstances: (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, following an Event of Default and (ii) if the Administrative Agent reasonably determines, in good faith after confirmation by the Borrower, that a requested transfer by the Borrower or any other Credit Party, as applicable, is a request to transfer any funds from any deposit or cause account to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all ABL Priority Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. All Net Proceeds deposit account of the sale Borrower or any other disposition of any ABL Priority Collateral, shall be deposited directly into the applicable Dominion AccountsCredit Party that is not permitted under this Section 5.13.