Common use of Deposit Accounts; Etc Clause in Contracts

Deposit Accounts; Etc. (i) Schedule 5 hereto accurately sets forth, as of the date of this Agreement, for each Grantor, each deposit account maintained by such Grantor (including a description thereof and the respective account number) and the name of the respective bank with which such deposit account is maintained. Subject to Section 4(c) hereof and the terms of the Intercreditor Agreement, for each deposit account that is Collateral (other than the Cash Collateral Account or any other deposit account maintained with the Collateral Agent), the respective Grantor shall use commercially reasonable efforts to cause the bank with which the deposit account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), a “control agreement” in form and substance consistent with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if any bank with which a deposit account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor shall promptly (and in any event within 30 days after the date of this Agreement or, if later, 30 days after the establishment of such account) close the respective deposit account and transfer all balances therein to the Cash Collateral Account or another deposit account meeting the requirements of this Section 4(q). If any bank with which a deposit account is maintained refuses to subordinate all its claims with respect to such deposit account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this AgreementEffective Date, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for each deposit account that is Collateral respective bank with respect to such Deposit Account and (other than (i) the Cash Collateral Account or any other deposit account Deposit Account maintained with the Collateral Agent), (ii) Deposit Accounts with an aggregate monthly balance of less than $500,000, provided that, with respect to this clause (ii) only, the aggregate amount in all such Deposit Accounts excluded pursuant to this clause (ii) does not exceed $5,000,000 at any time, (iii) deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Assignors’ salaried employees, (iv) such other accounts used solely for disbursement purposes and (v) Deposit Accounts which constitute ABL Priority Collateral) for each such Deposit Account, the respective Grantor Assignor shall use commercially reasonable efforts subject to the provisions of the Intercreditor Agreement and Section 3.14 hereof, cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 90 days after the date of this Agreement (Effective Date or, if later, at the date time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Deposit Account, a “control agreement” in the form and substance consistent of Annex G hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise such changes thereto as may be acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 90 days after the date of this Agreement or, if later, 30 days after the establishment of such account) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms reasonably satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 90 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. Subject to Section 9.18 of the Credit Agreement: (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish ‘or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any Deposit Account except in accordance with the provisions of Section 9.18 of the Credit Agreement. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account that is a Concentration Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account Deposit Account that is Collateral a Concentration Account (other than the Cash Collateral (x) any Concentration Account or any other deposit account maintained with the Collateral AgentAgent and (y) any Debit Card Program Account), the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account such Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 90 days after the date of this Agreement (as such date may be extended by the Collateral Agent in its sole discretion) or, if later, at the date time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Deposit Account, a “control agreement” in the form and substance consistent of Annex G hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facilitysuch changes thereto, or otherwise in such other form, as may be reasonably acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account that is a Concentration Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 90 days after the date of this Agreement (as such date may be extended by the Collateral Agent in its sole discretion) or, if later, 30 90 days after the establishment of such accountaccount (as such date may be extended by the Collateral Agent in its sole discretion)) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Concentration Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account that is a Concentration Account is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms reasonably satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 90 days after notice from the Collateral AgentAgent (as such date may be extended by the Collateral Agent in its sole discretion)) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 Annex D hereto accurately sets forth, as of the date of this AgreementEffective Date, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account that is Collateral Deposit Account (other than (i) the Cash Collateral Account or any other deposit account Deposit Account maintained with the Collateral Agent), (ii) Exempted Deposit Accounts and (iii) Exempted Disbursement Accounts) the respective Grantor shall use commercially reasonable efforts Assignor shall, subject to the provisions of the Intercreditor Agreement and Section 3.14 hereof, cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 45 days after the date of this Agreement (Restatement Effective Date or, if later, at the date time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Deposit Account, a “control agreement” in substantially the form and substance consistent of Annex E hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant such changes thereto as may be reasonably acceptable to the Senior Credit FacilityCollateral Agent, or otherwise such other form as may be reasonably acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account which is required to be subject to a “control agreement” hereunder is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 45 days after the date of this Agreement or, if later, 30 days (or such longer period as may be agreed by the Administrative Agent in its sole discretion) after the establishment of such account) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account which is required to be subject to a “control agreement” hereunder is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms reasonably satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 45 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this AgreementRestatement Effective Date, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for each deposit account that is Collateral respective bank with respect to such Deposit Account and (other than (i) the Cash Collateral Account or any other deposit account Deposit Account maintained with the Collateral Agent), (ii) Deposit Accounts with an aggregate monthly balance of less than $500,000, provided that, with respect to this clause (ii) only, the aggregate amount in all such Deposit Accounts excluded pursuant to this clause (ii) does not exceed $5,000,000 at any time, (iii) deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Assignors’ salaried employees, (iv) such other accounts used solely for disbursement purposes and (v) prior to the ABL Credit Document Obligations Termination Date, Deposit Accounts which constitute ABL Priority Collateral) for each such Deposit Account, the respective Grantor Assignor shall use commercially reasonable efforts subject to the provisions of the Intercreditor Agreement and Section 3.14 hereof, cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 90 days after the date of this Agreement (Restatement Effective Date or, if later, at the date time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Deposit Account, a “control agreement” in the form and substance consistent of Annex G hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise such changes thereto as may be acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”” (except to the extent that, prior to the ABL Credit Document Obligations Termination Date, the respective Deposit Account constitute ABL Priority Collateral), then the respective Grantor Assignor shall promptly (and in any event within 30 90 days after the date of this Agreement or, if later, 30 days after the establishment of such account) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account is maintained (except to the extent that, prior to the ABL Credit Document Obligations Termination Date, the respective Deposit Account constitute ABL Priority Collateral) refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms reasonably satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 90 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreementrespective Lender with respect to such Deposit Account, in each case except for local Deposit Accounts which in the aggregate for all of the Assignors do not hold more than $5,000,000 of cash and Cash Equivalents at any one time (although no more than $200,000 in the aggregate may be held in any single local Deposit Account). For each deposit account that is Collateral Deposit Account (other than the Cash Collateral Account or any other deposit account Deposit Account maintained with the Collateral Agent), the respective Grantor Assignor shall use its commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 90 days after the date of this Agreement (as such date may be extended by the Collateral Agent in its reasonable discretion) or, if later, at the date time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Deposit Account, a “control agreement” in the form and substance consistent of Annex G hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, such changes thereto (or otherwise in such other form) as may be acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor shall Assignor shall, to the extent reasonably requested by the Collateral Agent, promptly (and in any event within 30 days after the date of this Agreement or, if later, 30 days after the establishment of such account) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral another Deposit Account or another deposit account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at in its optionreasonable discretion, may (but will have no obligations to) (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account that is a Concentration Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account Deposit Account that is Collateral a Concentration Account (other than the Cash Collateral (x) any Concentration Account or any other deposit account maintained with the Collateral AgentAgent and (y) any Debit Card Program Account), the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account such Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 90 days after the date of this Agreement (as such date may be extended by the First Priority Agent in its sole discretion) or, if later, at the date time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Deposit Account, a “control agreement” in the form and substance consistent of Annex G hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant such changes thereto, or in such other form, as may be reasonably satisfactory to the Senior Credit Facility, or otherwise acceptable to the Collateral First Priority Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account that is a Concentration Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 90 days after the date of this Agreement (as such date may be extended by the First Priority Agent in its sole discretion) or, if later, 30 90 days after the establishment of such accountaccount ) or in such other form, as may be reasonably satisfactory to the First Priority Agent close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Concentration Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account that is a Concentration Account is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms reasonably satisfactory to the Collateral Agentterms, then the respective Assignor shall terminate such Deposit Account and transfer all balances therein to the Cash Collateral Agent, at its option, may (x) require that such deposit account be terminated Account or another Concentration Account in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (i) No Grantor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States other than such accounts constituting Excluded Assets or Excluded Perfection Assets. Schedule 5 hereto accurately sets forth, as of the date of this Agreement, for each Grantor, each deposit account maintained by such Grantor (including a description thereof and the respective account number) and the name of the respective bank with which such deposit account is maintained. Subject to Section 4(c) hereof and the terms of the Intercreditor Agreementhereof, for each deposit account that is Collateral (other than Excluded Perfection Assets, the Cash Reserve Account or the Cash Collateral Account or any other deposit account maintained with the Collateral Agent), the respective Grantor shall use commercially reasonable efforts to cause the bank with which the deposit account is maintained to execute and deliver to the Collateral Agent, Agent within thirty (x30) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), a “control agreement” in form and substance consistent with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account that is Collateral (other than an Excluded Perfection Asset) is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor shall promptly (and in any event within 30 thirty (30) days after the date of this Agreement or, if later, 30 thirty (30) days after the establishment of such account) close the respective deposit account and transfer all balances therein to the Cash Collateral Account or another deposit account meeting the requirements of this Section 4(q). If any bank with which a deposit account that is Collateral (other than an Excluded Perfection Asset) is maintained refuses to subordinate all its claims with respect to such deposit account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agenttherein, then the Collateral Agent, at its optionthe direction of the holders of the Notes, may (x) require that the balance in such deposit account be terminated transferred in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its optionthe direction of the holders of the Notes, subsequently require that the balance of such deposit account be terminated transferred (within 30 sixty (60) days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor (other than Holdings) maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts which are both (x) maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States and (y) permitted pursuant to Section 8.16 of the Credit Agreement. Annex E hereto accurately sets forth, as of the date of this AgreementAmendment and Restatement Effective Date, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreementrespective Bank with respect to such Deposit Account. For each Deposit Account (including any Deposit Account at any time established pursuant to following clause (b), for each deposit account that is Collateral but excluding (other than x) the Concentration Account, (y) the Collection Accounts and (z) the Cash Collateral Account or any other deposit account Deposit Account maintained with the Collateral Agent), the respective Grantor Assignor (other than Holdings) shall use commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Collateral Agent’s request therefor, a “control agreement” in the form and substance consistent of Annex F hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise such changes thereto as may be acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which such a deposit account Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 days after the date of this Agreement or, if later, 30 days after the establishment of such accountrespective request) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q3.14 (with respect to which a “control agreement” meeting the foregoing requirements has been entered into and is in full force and effect). If any bank with which a deposit account Deposit Account is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (i) None of the Obligors maintains and, at any time after the date of this Agreement none shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a Canadian chartered bank located in Canada. Schedule 5 hereto “D” accurately sets forth, as of the date of this Agreement, for each Grantor, each deposit account Deposit Account maintained by such Grantor each Obligor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreementrespective bank with respect to such Deposit Account, in each case except for local Deposit Accounts which in the aggregate for all of the Credit Parties do not hold more than US$5,000,000 at any one time (although no more than US$200,000 in the aggregate may be held in any single local Deposit Account). For each deposit account that is Collateral Deposit Account (other than the Cash Collateral Account or any other deposit account Deposit Account maintained with the Collateral Agent), the respective Grantor each Obligor shall use its commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 90 days after the date of this Agreement (as such date may be extended by the Collateral Agent in its reasonable discretion) or, if later, at the date time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Deposit Account, a “control agreement” in the form and substance consistent with the deposit account control agreements entered into by the Company pursuant of Annex G to the Senior Credit FacilityUS Security Agreement (appropriately completed), with such changes thereto as may be required to conform the form to the Obligor and this Agreement and with such other changes thereto (or otherwise in such other form) as may be acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor shall relevant Obligor shall, to the extent reasonably requested by the Collateral Agent, promptly (and in any event within 30 days after the date of this Agreement or, if later, 30 days after the establishment of such account) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral another Deposit Account or another deposit account meeting the requirements of this Section 4(q4.1(h)(i). If any bank with which a deposit account Deposit Account is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at in its optionreasonable discretion, may (but will have no obligations to) (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name and address of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreementrespective bank with respect to such Deposit Account, for and indicates whether such Deposit Account constitutes an Excluded Account. For each deposit account that is Collateral Deposit Account (other than the Cash Collateral Account or any other deposit account maintained with the Collateral AgentExcluded Account), the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, Agent (x) in or to the case of an account located at a bank which is a lender under Person contemplated by the Senior Credit Facilityapplicable Intercreditor Agreements), within 30 90 days after the date of this Agreement (or such later date as may be reasonably acceptable to the Collateral Agent in its sole discretion) or, if later, at the date time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Deposit Account, a “control agreement” in such form and substance consistent with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise as may be reasonably acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account (other than any Excluded Account) is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 days after such period as may be reasonably acceptable to the date of this Agreement or, if later, 30 days after the establishment of such accountCollateral Agent in its sole discretion) close the respective deposit account Deposit Account and transfer all balances therein to the applicable Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)4.9. If any bank with which a deposit account Deposit Account (other than any Excluded Account) is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms reasonably satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 days a reasonable period after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence. The Collateral Agent agrees that it will only give a “Notice of Exclusive Control” under a “control agreement” following the occurrence of an Event of Default.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor shall establish or maintain at any time any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof and the terms of the Intercreditor Agreement, for For each deposit account that is Collateral Deposit Account (other than (i) the Cash Collateral Account or Account, (ii) any other deposit account Deposit Account maintained with the Collateral Agent, (iii) any Excluded Account and (iv) any Minor Account), the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 60 days after the date of this Agreement (as such date may be extended by the Collateral Agent in its sole discretion) or, if later, at the date time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Deposit Account, a “control agreement” in the form and substance consistent of Annex G hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise such changes thereto as may be reasonably acceptable to the Collateral Agent, or if after using commercially reasonable efforts to enter into such control agreement, the respective bank refuses to enter into such control agreement, another control agreement in form and substance reasonably satisfactory to the Collateral Agent and its counsel. Subject to Section 10(n)(iii) hereof3.9(b), if any bank with which a deposit account Subject Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 60 days after the date of this Agreement (as such date may be extended by the Collateral Agent in its sole discretion) or, if later, 30 days after at the time of the establishment of such account) close the respective deposit account Subject Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Subject Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Subject Deposit Account is maintained refuses to subordinate all its claims with respect to such deposit account Subject Deposit Account (other than claims for its reasonable and customary fees for administering such account) to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Subject Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Subject Deposit Account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (a) No Unrestricted Assignor maintains, or at any time after the date hereof shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States, provided that an Unrestricted Assignor may maintain or establish an account or accounts outside of the United States on terms, and in circumstances, reasonably acceptable to the Collateral Agent, so long as (i) Schedule 5 the aggregate amount of cash in all such accounts maintained outside the United States (exclusive of any amounts deposited in any such account representing monies from revenue generated exclusively from operations outside the United States) shall not exceed $150,000,000 and (ii) the aggregate amount of cash in all such accounts maintained outside the United States in excess of the amount permitted in preceding clause (i) does not exceed an amount reasonably satisfactory to the Collateral Agent (each such account outside the United States meeting the foregoing requirements, a “Non-U.S. Deposit Account”). Annex J hereto accurately sets forth, as of the date of this Agreement, for each GrantorUnrestricted Assignor, each deposit account Deposit Account maintained by such Grantor Unrestricted Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account that is Collateral (other than the Cash Collateral Account or any other deposit account maintained with the Collateral Agent)Perfected Deposit Account, the respective Grantor Unrestricted Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account Perfected Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 60 days after the date of this Agreement (Fifth Restatement Effective Date or, if later, at the date time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Perfected Deposit Account, a “control agreement” in the form and substance consistent of Annex L hereto (appropriately completed), with the deposit account control agreements entered into such changes thereto as may be approved by the Company pursuant Collateral Agent (such approval not to the Senior Credit Facility, or otherwise acceptable to the Collateral Agentbe unreasonably withheld). Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Perfected Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Unrestricted Assignor shall promptly (and in any event within 30 60 days after the date of this Agreement Fifth Restatement Effective Date or, if later, 30 60 days after the establishment opening of such account) close the respective deposit account Perfected Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Perfected Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Perfected Deposit Account is maintained refuses to subordinate all its claims with respect to such deposit account Perfected Deposit Account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Perfected Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Perfected Deposit Account be terminated (within 30 60 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 Except as disclosed on Annex F, no Assignor maintains, or at any time after the Effective Date shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this AgreementAgreement Execution Date, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account that is Collateral Deposit Account (other than the Cash Collateral Account or Account, any other deposit account Deposit Account maintained with the Collateral AgentAgent or any Exempted Deposit Account), the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, on the Agreement Execution Date (xor such later date as the Collateral Agent may agree to in its sole discretion) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 days after the date of this Agreement (or, if later, within 60 days (or such later date as the date Collateral Agent may agree to in its sole discretion) after the time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Deposit Account, a “control agreement” in the form and substance consistent with the deposit account control agreements entered into by the Company pursuant of Annex G hereto (or in such other form as may be reasonably satisfactory to the Senior Credit FacilityCollateral Agent) (appropriately completed), or otherwise with such changes thereto as may be acceptable to the Collateral AgentAgent (it being understood that the control agreements listed on Annex F-l and executed prior to the Agreement Execution Date satisfy the obligations set forth herein with respect to the Deposit Accounts covered thereby). Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account (other than any Exempted Deposit Account) is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 days after on the Agreement Execution Date (or such later date of this Agreement as the Collateral Agent may agree to in its sole discretion) or, if later, 30 60 days (or such later date as the Collateral Agent may agree to in its sole discretion) after the establishment of such account) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account (other than any Exempted Deposit Account) is maintained refuses to subordinate all of its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 60 days after written notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence. Each Assignor represents and warrants that they have entered into the control agreements listed on Annex F-l and that such agreements are in full force and effect as of the Agreement Execution Date.

Deposit Accounts; Etc. (ia) Schedule 5 Except as disclosed on Annex F, Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account that is Collateral Deposit Account (other than the Cash Collateral Account or Account, any other deposit account Deposit Account maintained with the Collateral AgentAgent or any Exempted Deposit Account), the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 60 days after the date of this Agreement (or, if later, within 60 days after the date time of the establishment of the respective deposit accountDeposit Account, a "control agreement" in the form of Annex G hereto (or in such other form as may be reasonably satisfactory to the Collateral Agent) (appropriately completed), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), a “control agreement” in form and substance consistent with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise such changes thereto as may be acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account (other than any Exempted Deposit Account) is maintained refuses to, or does not, enter into such a “"control agreement”", then the respective Grantor Assignor shall promptly (and in any event within 30 60 days after the date of this Agreement or, if later, 30 60 days after the establishment of such account) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account (other than any Exempted Deposit Account) is maintained refuses to subordinate all of its claims with respect to such deposit account Deposit Account to the Collateral Agent’s 's security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “"control agreement” " without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 60 days after written notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F-1 hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor respective bank with respect to such Deposit Account. Annex F-2 hereto accurately sets forth, as of the date of this Agreement, for each deposit account that is Collateral Assignor, each Deposit Account (other than Excluded Accounts) maintained by such Assignor in the Cash Collateral United States (including a description thereof and the respective account number). For each Deposit Account or any other deposit account maintained with the Collateral Agent)listed on Annex F-2 hereto, the respective Grantor Assignor shall use its commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 days after the date of this Agreement (or, if later, at the date time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Deposit Account, a “control agreement” substantially in the form and substance consistent with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise as may be reasonably acceptable to the Collateral Agent and the Administrative Agent. Subject Except as otherwise provided in the proviso to Section 10(n)(iii) hereofthe immediately preceding sentence, if any bank with which a deposit account Deposit Account listed on Annex F-2 hereto is maintained refuses to, or does not, enter into such a “control agreement”, then then, at the request of the Collateral Agent or the Administrative Agent or the Required Lenders, the respective Grantor Assignor shall promptly (and in any event within 30 days after the date of this Agreement or, if later, 30 days after the establishment of such account) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account listed on Annex F-2 hereto is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent and the Administrative Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the Restatement Effective Date shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex K hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account that is Collateral Perfected Deposit Account (other than the Cash Collateral Account or any other deposit account Deposit Account maintained with the Collateral AgentAgent which may be construed as same), the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account Perfected Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 45 days after the date of this Agreement (Restatement Effective Date or, if later, at the date time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Perfected Deposit Account, a “control agreement” in the form and substance consistent of Annex M hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise such changes thereto as may be acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which such a deposit account Perfected Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 45 days after the date of this Agreement or, if later, 30 45 days after the establishment opening of such account) close the respective deposit account Perfected Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which such a deposit account Perfected Deposit Account is maintained refuses to subordinate all its claims with respect to such deposit account Perfected Deposit Account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Perfected Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Perfected Deposit Account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name and address of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreementrespective bank with respect to such Deposit Account, for and indicates whether such Deposit Account constitutes an Excluded Account. For each deposit account that is Collateral Deposit Account (other than (i) the Cash Collateral Account or any other deposit account Deposit Account maintained with the Collateral AgentAgent and (ii) any Excluded Account), the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, Agent (x) in or to the case of an account located at a bank which is a lender under Person contemplated by the Senior Credit Facilityapplicable Intercreditor Agreements), within 30 90 days after the date of this Agreement (or such later date as may be agreed to by such Person contemplated by the applicable Intercreditor Agreements) or, if later, at the date time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Deposit Account, a “control agreement” in such form and substance consistent with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise as may be reasonably acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account (other than (i) the Cash Collateral Account or any other Deposit Account maintained with the Collateral Agent and (ii) any Excluded Account) is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 90 days after the date of this Agreement or, if later, 30 days after the establishment of such accountthereafter) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account (other than (i) the Cash Collateral Account or any other Deposit Account maintained with the Collateral Agent and (ii) any Excluded Account) is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agentconsistent with market practice, then the Collateral Agent, at its option, may (x) require that such deposit account Deposit Account shall be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” may be entered into without such subordinationsubordination to the extent agreed to by the collateral agents under the Pari Passu Credit Facility and in respect of the Revolving Credit Facility, provided that in such event each case to the extent then extant. The Collateral Agent may at any time, at its option, subsequently require agrees that such deposit account be terminated (within 30 days after notice from it will only give a “Notice of Exclusive Control” under a “control agreement” following the Collateral Agent) in accordance with the requirements occurrence of the immediately preceding sentencean Event of Default.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor shall establish or maintain at any time any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof and the terms of the Intercreditor Agreement, for For each deposit account that is Collateral Deposit Account (other than (i) the Cash Collateral Account or Account, (ii) any other deposit account Deposit Account maintained with the Collateral Agent, (iii) any Excluded Account and (iv) any Minor Account), the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in to the case extent such Deposit Account is not the subject of an account located at a bank which is a lender under “control agreement” as described below on the Senior Credit Facilitydate of this Agreement, within 30 60 days after the date of this Agreement (as such date may be extended by the Collateral Agent in its sole discretion) or, if later, at the date time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Deposit Account, a “control agreement” in the form and substance consistent of Annex G hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise such changes thereto as may be reasonably acceptable to the Collateral Agent, or if after using commercially reasonable efforts to enter into such control agreement, the respective bank refuses to enter into such control agreement, another control agreement in form and substance reasonably satisfactory to the Collateral Agent and its counsel. Subject to Section 10(n)(iii) hereof3.9(b), if any bank with which a deposit account Subject Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 60 days after the date of this Agreement (as such date may be extended by the Collateral Agent in its sole discretion) or, if later, 30 days after at the time of the establishment of such account) close the respective deposit account Subject Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Subject Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Subject Deposit Account is maintained refuses to subordinate all its claims with respect to such deposit account Subject Deposit Account (other than claims for its reasonable and customary fees for administering such account) to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Subject Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Subject Deposit Account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account that is a Concentration Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account Deposit Account that is Collateral a Concentration Account (other than the Cash Collateral (x) any Concentration Account or any other deposit account maintained with the Collateral AgentAgent and (y) any Debit Card Program Account), the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account such Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 90 days after the date of this Agreement (as such date may be extended by the First Priority Agent in its sole discretion) or, if later, at the date time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Deposit Account, a “control agreement” in the form and substance consistent of Annex G hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant such changes thereto, or in such other form, as may be reasonably satisfactory to the Senior Credit Facility, or otherwise acceptable to the Collateral First Priority Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account that is a Concentration Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 90 days after the date of this Agreement (as such date may be extended by the First Priority Agent in its sole discretion) or, if later, 30 90 days after the establishment of such account) or in such other form, as may be reasonably satisfactory to the First Priority Agent close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Concentration Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account that is a Concentration Account is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms reasonably satisfactory to the Collateral Agentterms, then the respective Assignor shall terminate such Deposit Account and transfer all balances therein to the Cash Collateral Agent, at its option, may (x) require that such deposit account be terminated Account or another Concentration Account in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for (x) such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States or (y) such accounts listed on Annex D hereto and in existence on the date hereof and any new Permitted Unperfected Account acceptable to the Collateral Agent in its sole discretion, in each case, that are maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is outside of the United States. Annex D hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account that is Collateral Deposit Account (other than a Permitted Unperfected Account, the Cash Collateral Account or any other deposit account Deposit Account maintained with the Collateral Agent), the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 days after the date of this Agreement (as such date may be extended from time to time by the Collateral Agent in its sole discretion) or, if later, at the date time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Deposit Account, a “control agreement” in form and substance consistent with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise reasonably acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 days after the date of this Agreement (as such date may be extended from time to time by the Collateral Agent in its sole discretion) or, if later, 30 days after the establishment of such accountaccount (as such date may be extended from time to time by the Collateral Agent in its sole discretion)) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account (other than a Permitted Unperfected Account) is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 days after notice from the Collateral AgentAgent (as such time period may be extended from time to time by the Collateral Agent in its sole discretion)) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account (except for any Excluded Deposit Accounts) maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and whether the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account is within a State of the United States. For each deposit account that is Collateral Deposit Account (other than (i) the Cash Collateral Account or any other deposit account Deposit Account maintained with the Collateral Agent), Agent and (ii) Excluded Deposit Accounts) the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 90 days after the date of this Agreement (or such longer period as may be agreed by the Administrative Agent in its sole discretion) or, if later, at the date time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Deposit Account, a “control agreement” in form and substance consistent with the deposit account control agreements entered into by the Company pursuant reasonably acceptable to the Senior Credit FacilityCollateral Agent, or otherwise such other form as may be reasonably acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account which is required to be subject to a “control agreement” hereunder is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 90 days after the date of this Agreement (or such longer period as may be agreed by the Administrative Agent in its sole discretion) or, if later, 30 90 days (or such longer period as may be agreed by the Administrative Agent in its sole discretion) after the establishment of such account) account close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account which is required to be subject to a “control agreement” hereunder is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 90 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account that is Collateral Deposit Account (other than the Cash Collateral Account or Account, any other deposit account Deposit Account maintained with the Collateral AgentAgent and, subject to the terms contained in the definition thereof, any Designated Account), the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (as such date may be extended by the Collateral Agent) or, if later, at the date time of the establishment of the respective deposit account)Deposit Account, a “control agreement” in the form and substance consistent of Annex G hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise such changes thereto as may be acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 45 days after the date of this Agreement or, if later, 30 days after the establishment of such account) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account is maintained refuses to subordinate all its claims claims, subject to customary exceptions, with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 days after notice from the Collateral Agent) in accordance with , as such date may be extended by the requirements of the immediately preceding sentenceCollateral Agent).

Deposit Accounts; Etc. (ia) Schedule 5 hereto accurately sets forthEach Assignor hereby represents and warrants that, as of the date hereof, it does not maintain any Deposit Accounts, Securities Accounts or Commodity Accounts other than the Deposit Accounts, Securities Accounts and Commodity Accounts listed on Schedule 15 to the Perfection Certificate. Each of this Agreementthe Assignors will, within 60 days of the Issue Date (or, except for the Collateral Proceeds Account, such later date as determined by the ABL Collateral Agent in its sole discretion), deliver to the Collateral Trustee fully executed control agreements in form and substance reasonably satisfactory to the Collateral Trustee (or as directed by an Act of Required Debtholders) with respect to each Grantorof the Deposit Accounts, each deposit account Securities Accounts and Commodity Accounts, other than Excluded Accounts, owned or maintained by such Grantor Assignor. From and after 60 days following the Issue date, no Assignor shall hereafter establish and maintain any Deposit Account, Securities Account or Commodity Account, other than an Excluded Account, unless (including 1) the applicable Assignor shall have given the Collateral Trustee prior written notice of its intention to establish such new Deposit Account, Securities Account or Commodity Account and (2) such Assignor shall have delivered to the Collateral Trustee a description thereof and fully executed control agreement with respect to such Deposit Account, Securities Account or Commodity Account. No Assignor shall grant control of any Deposit Account, Securities Account or Commodity Account to any Person other than the respective account number) and the name of the respective bank with which such deposit account is maintained. Subject Collateral Trustee and, subject to Section 4(c) hereof and the terms of the Intercreditor Agreement, for each deposit account that is Collateral (other than the Cash Collateral Account or any other deposit account maintained with the ABL Collateral Agent), the respective Grantor shall use commercially reasonable efforts to cause the bank with which the deposit account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), a “control agreement” in form and substance consistent with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if any bank with which a deposit account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor shall promptly (and in any event within 30 days after the date of this Agreement or, if later, 30 days after the establishment of such account) close the respective deposit account and transfer all balances therein to the Cash Collateral Account or another deposit account meeting the requirements of this Section 4(q). If any bank with which a deposit account is maintained refuses to subordinate all its claims with respect to such deposit account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for (x) Deposit Accounts consisting of Excluded Assets, and (y) such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account that is Collateral Deposit Account (other than (i) the Cash Collateral Account or Account, (ii) any other deposit account Deposit Account maintained with the Collateral Agent), or (iii) Deposit Accounts consisting of Excluded Assets) existing on the date hereof, the respective Grantor shall use commercially reasonable efforts to Assignor shall, no later than 30 days after the date hereof, (A) cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), Agent a “control agreement” substantially in the form of Annex G-1 hereto (appropriately completed) and substance consistent with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise acceptable (B) deliver a legal opinion to the Collateral Agent. Subject Agent and the Initial Purchaser with respect to Section 10(n)(iii) hereof, if any bank with which a deposit account is maintained refuses to, or does not, enter into the perfection of the Lien in favor of the Collateral Agent in each Deposit Agreement covered by such a “control agreement”; provided, then that, if the respective Grantor shall promptly (Assignor fails to deliver such “control *** Certain information in this document has been omitted and in any event filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. agreement” executed by all parties thereto within 30 days after of the date of this Agreement orhereof, if later, 30 days after the establishment of such account) it shall immediately close the respective deposit account relevant Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q3.9; provided further that, the respective Assignor shall not be required to cause the bank to execute a “control agreement” (or deliver a legal opinion) with respect to any Deposit Account or Securities Accounts so long as the average five (5) day closing balance for all such Deposit Accounts and Securities Accounts (other than those accounts constituting Excluded Assets) does not exceed $50,000 in the aggregate (“Non-Perfected Accounts”). For each Deposit Account (other than (i) the Cash Collateral Account, (ii) any other Deposit Account maintained with the Collateral Agent, or (iii) Deposit Accounts consisting of Excluded Assets) established after the date hereof, the respective Assignor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent, at the time of the establishment of the respective Deposit Account, a “control agreement” either (i) in the form of Annex G-2 hereto (appropriately completed), (ii) in a form customarily accepted by secured parties in transactions of similar nature or (iii) (if applicable) in such other form as may be used in accordance with the Intercreditor Agreement and the other Debt Documents; provided, that, the respective Assignor shall not be required to cause the bank to execute a “control agreement” with respect to any Non-Perfected Account. The Assignors shall provide to the Collateral Agent certificates signed by the chief financial officer of the Company certifying as to the average five (5) day closing balance of such Non-Perfected Accounts not exceeding $50,000 in the aggregate. The Assignor shall not open any Deposit Accounts with any bank that refuses to enter into such required “control agreements” and, if any bank with which a Deposit Account is maintained (other than banks with respect to Non-Perfected Accounts or Excluded Assets) notifies such Assignee of its intent to terminate or terminates such a “control agreement”, then the respective Assignor shall promptly (and in any event no later than the date of termination of such “control agreement”) close the respective Deposit Account and transfer all balances therein to the Cash Collateral Account or another Deposit Account meeting the requirements of this Section 3.9. If any bank with which a deposit account Deposit Account is maintained (other than banks with respect to Non-Perfected Accounts or Excluded Assets) refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms satisfactory absolutely (other than for any customary charges in maintaining such Deposit Account or for reimbursement for the reversal credits granted by such bank to the Collateral Agentsuch Deposit Account), then the Collateral Agent, at its option, may (x) require that respective Assignor shall terminate such deposit account be terminated Deposit Account in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts which are both (x) maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States and (y) permitted pursuant to Section 8.16 of the Credit Agreement. Annex E hereto accurately sets forth, as of the date of this AgreementAugust 18, 2003, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreementrespective Bank with respect to such Deposit Account. For each Deposit Account (including any Deposit Account at any time established pursuant to following clause (b), for each deposit account that is Collateral but excluding (other than x) the Concentration Account, (y) the Collection Accounts and (z) the Cash Collateral Account or any other deposit account Deposit Account maintained with the Collateral Agent), the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 days after the date Collateral Agent's request therefor, a "control agreement" in the form of this Agreement Annex F hereto (or, if later, the date of the establishment of the respective deposit accountappropriately completed), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), a “control agreement” in form and substance consistent with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise such changes thereto as may be acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which such a deposit account Deposit Account is maintained refuses to, or does not, enter into such a “"control agreement”", then the respective Grantor Assignor shall promptly (and in any event within 30 days after the date of this Agreement or, if later, 30 days after the establishment of such accountrespective request) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q3.14 (with respect to which a "control agreement" meeting the foregoing requirements has been entered into and is in full force and effect). If any bank with which a deposit account Deposit Account is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s 's security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “"control agreement” " without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account that is a Concentration Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account Deposit Account that is Collateral a Concentration Account (other than the Cash Collateral any Concentration Account or any other deposit account maintained with the Collateral Agent), the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account such Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 90 days after the date of this Agreement (as such date may be extended by the First Lien Agent (as defined in the Intercreditor Agreement) in its sole discretion) or, if later, at the date time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Deposit Account, a “control agreement” in the form and substance consistent of Annex G hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant such changes thereto, or in such other form, as may be reasonably satisfactory to the Senior Credit Facility, or otherwise acceptable to the Collateral First Lien Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account that is a Concentration Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 90 days after the date of this Agreement (as such date may be extended by the First Lien Agent in its sole discretion) or, if later, 30 90 days after the establishment of such account) or in such other form, as may be reasonably satisfactory to the First Lien Agent close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Concentration Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account that is a Concentration Account is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms reasonably satisfactory to the Collateral Agentterms, then the respective Assignor shall terminate such Deposit Account and transfer all balances therein to the Cash Collateral Agent, at its option, may (x) require that such deposit account be terminated Account or another Concentration Account in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreementrespective Lender with respect to such Deposit Account, in each case except for local Deposit Accounts which in the aggregate for all of the Assignors do not hold more than $5,000,000 of cash and Cash Equivalents at any one time (although no more than $200,000 in the aggregate may be held in any single local Deposit Account). For each deposit account that is Collateral Deposit Account (other than the Cash Collateral Account or any other deposit account Deposit Account maintained with the Collateral Agent), the respective Grantor Assignor shall use its commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 90 days after the date of this Agreement (as such date may be extended by the Collateral Agent in its reasonable discretion) or, if later, at the date time of the establishment of the respective deposit accountDeposit Account, a "control agreement" in the form of Annex G hereto (appropriately completed), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), a “control agreement” in form and substance consistent with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise such changes thereto as may be acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account is maintained refuses to, or does not, enter into such a “"control agreement”", then the respective Grantor shall Assignor shall, to the extent reasonably requested by the Collateral Agent, promptly (and in any event within 30 days after the date of this Agreement or, if later, 30 days after the establishment of such account) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral another Deposit Account or another deposit account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s 's security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at in its optionreasonable discretion, may (but will have no obligations to) (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “"control agreement” " without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account that is Collateral Deposit Account (other than (i) the Cash Collateral Account or any other deposit account Deposit Account maintained with the Collateral AgentAgent and (ii) any Excluded Account), the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or such later date as may be reasonably acceptable to the Collateral Agent in its sole discretion) or, if later, at the date time of the establishment of the respective deposit account)Deposit Account, a “control agreement” in the form and substance consistent of Annex G hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, such changes thereto or otherwise in such other form (in either case) as may be acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 45 days after the date of this Agreement (or such other date as may be reasonably acceptable to the Collateral Agent in its sole discretion) or, if later, 30 45 days after the establishment of such accountaccount (or such later date as may be reasonably acceptable to the Collateral Agent in its sole discretion)) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 45 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence. The Collateral Agent agrees that it will only give a “Notice of Exclusive Control” under a “control agreement” following the occurrence of an Event of Default.

Deposit Accounts; Etc. (ia) Schedule 5 hereto accurately sets forthNo Assignor maintains, as of or at any time after the date of this AgreementAgreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States or the District of Colombia. Annex F hereto accurately sets forth for each GrantorAssignor, each deposit account maintained by such Grantor (including a description thereof and the respective account number) and the name as of the respective bank with which such deposit account is maintained. Subject to Section 4(c) hereof and the terms of the Intercreditor Agreement, for each deposit account that is Collateral (other than the Cash Collateral Account or any other deposit account maintained with the Collateral Agent), the respective Grantor shall use commercially reasonable efforts to cause the bank with which the deposit account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 days after the date of this Agreement (or, if later, on the date that such Assignor becomes a party to this Agreement), each Deposit Account maintained by such Assignor (including a description thereof and the respective account number), the name of the respective bank with which such Deposit Account is maintained, and the jurisdiction of the respective bank with respect to such Deposit Account. For each Deposit Account (other than (x) the Cash Collateral Account, (y) any other Deposit Account maintained with the Collateral Agent or (z) any other Deposit Accounts maintained by any Assignor, so long as the aggregate balance in all such Deposit Accounts excluded pursuant to this clause (z) does not exceed $1,000,000 at any time), the respective Assignor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent on the Initial Borrowing Date or, if later, within 30 days (or such longer period of time as is acceptable to the Administrative Agent, in its sole discretion) of the time of the establishment of the respective deposit accountDeposit Account, a (I) “control agreement” in substantially the form of Annex G hereto (appropriately completed), with such changes thereto as may be acceptable to the Collateral Agent or (yII) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), a such other “control agreement” in form and substance consistent with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise acceptable satisfactory to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 days after the date of this Agreement or, if later, 30 days after the establishment of such account) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 days (or such longer time as is acceptable to the Collateral Agent in its sole discretion) after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence. The Collateral Agent agrees that it shall not give a “Notice of Exclusive Control” (as defined in Annex G) or a similar notice, in each case, with respect to any Deposit Account, unless an Event of Default has occurred and is continuing.

Deposit Accounts; Etc. (ia) Schedule 5 No Grantor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each Grantor, each deposit account Deposit Account (other than the Excluded Deposit Accounts) maintained by such Grantor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account that is Collateral Deposit Account (other than the Excluded Deposit Accounts, the Cash Collateral Account or any other deposit account Deposit Account maintained with the Collateral Agent), the respective Grantor shall use commercially reasonable efforts to cause the bank with which the deposit account such Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 days after the date of this Agreement (or, if later, at the date time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Deposit Account, a “control agreement” substantially in the form and substance consistent of Annex G hereto (appropriately completed), with the deposit account control agreements entered into such changes thereto as may be reasonably required by the Company pursuant to the Senior Credit Facility, or otherwise parties thereto and acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account (other than an Excluded Deposit Account) is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor shall promptly (and in any event within 30 thirty (30) days after the date of this Agreement or, if later, 30 days after the establishment of such account) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account (other than an Excluded Deposit Account) is maintained refuses to subordinate all its claims (other than those customary carve-outs set forth in Annex G) with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agenttherein, then the Collateral Agent, at its option, may (x) require that Grantor shall terminate such deposit account be terminated Deposit Account in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. No Grantor shall, at any time after the occurrence and during the continuance of (i) Schedule 5 hereto an Event of Default with respect to Borrower under Section 8.6 of the Credit Agreement or (ii) any other Event of Default in respect of which the Collateral Agent has given the Borrower notice that such Event of Default constitutes a “Noticed Event of Default” (a “Notice of Event of Default”), establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the New York UCC) whose jurisdiction (determined in accordance with Section 9-304 of the New York UCC) is within a State of the United States. Upon the occurrence and during the continuance of a Noticed Event of Default, the Collateral Agent may request that each Grantor provide the Collateral Agent with a schedule that accurately sets forth, as of the date of this Agreement, for each Grantor, each deposit account Deposit Account, other than a Specified Collateral Account, maintained by such Grantor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account that is Collateral Deposit Account (other than the Cash (s) any Collateral Account or Account, (t) any Specified Collateral Account, (u) any other deposit account Deposit Account maintained with the Collateral Agent, (v) trust accounts (to the extent of amounts held therein in trust in the ordinary course of business on behalf of third parties who are not Loan Parties), (w) payroll accounts, (x) health-savings accounts, (y) any zero balance accounts used in the ordinary course of business, and (z) individual Deposit Account with a balance of less than $100,000 at all times; provided that, the balance in all such Deposit Accounts for which no “control agreement” is in place pursuant to preceding clause (z) shall not exceed $500,000 in the aggregate at any time), the respective Grantor shall shall, at the request of the Collateral Agent upon the occurrence and during the continuance of a Noticed Event of Default, use commercially reasonable efforts to cause the bank with which the deposit account such Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 days fifteen Business Days after the date of this Agreement such request (or, if later, or such longer period as may be acceptable to the date of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit accountCollateral Agent), a “control agreement” in form and substance consistent with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise reasonably acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which such a deposit account Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”, ,” then the respective Grantor shall either (A) promptly (and in any event within 30 days ten Business Days after the date of this Agreement or, if later, 30 days after such request (or such longer period as may be acceptable to the establishment of such accountCollateral Agent)) close the respective deposit account Deposit Account and transfer all balances therein to the Cash a Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q4.7 or (B) if such Deposit Account is utilized to collect payments from customers of such Grantor, (I) such Deposit Account shall be closed within 60 days (or such longer period as may be acceptable to the Collateral Agent) after the date of such request and (II) prior to the closing of such Deposit Account, (1) all disbursement activities, if any, from such Deposit Account (other than transfers pursuant to succeeding clause (2)) shall be transferred within ten Business Days (or such longer period as agreed to by Collateral Agent in its sole discretion) after such request to another Deposit Account meeting the requirements of this Section 4.7 and (2) all balances in such Deposit Account shall be transferred each Business Day to a Collateral Account or another Deposit Account meeting the requirements of this Section 4.7. If any bank with which a deposit account Deposit Account is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms reasonably satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated closed in accordance with clauses (A) and (B) of the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 days after notice from the Collateral Agent) closed in accordance with the requirements of clauses (A) and (B) of the immediately preceding sentence. Collateral Agent agrees not to deliver any Notice of Exclusive Control or similar notice (however defined) under any “control agreement” unless an Event of Default has occurred and is continuing.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreementrespective Lender with respect to such Deposit Account, in each case except for local Deposit Accounts which in the aggregate for all of the Assignors do not hold more than $5,000,000 of cash and Cash Equivalents at any one time (although no more than $200,000 in the aggregate may be held in any single local Deposit Account). For each deposit account that is Collateral Deposit Account (other than the Cash Collateral Account or any other deposit account Deposit Account maintained with the Collateral Agent), the respective Grantor Assignor shall use its commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 90 days after the date of this Agreement (or, if later, at the date time of the establishment of the respective deposit accountDeposit Account, a "control agreement" in the form of Annex G hereto (appropriately completed), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), a “control agreement” in form and substance consistent with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise such changes thereto as may be acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account is maintained refuses to, or does not, enter into such a “"control agreement”", then the respective Grantor shall Assignor shall, to the extent reasonably requested by the Collateral Agent, promptly (and in any event within 30 days after the date of this Agreement or, if later, 30 days after the establishment of such account) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral another Deposit Account or another deposit account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s 's security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at in its optionreasonable discretion, may (but will have no obligations to) (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “"control agreement” " without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this AgreementEffective Date, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for each deposit account that is Collateral respective bank with respect to such Deposit Account and (other than (i) the Cash Collateral Account or any other deposit account Deposit Account maintained with the Collateral Agent), (ii) Deposit Accounts with an aggregate monthly balance of less than $500,000, provided that, with respect to this clause (ii) only, the aggregate amount in all such Deposit Accounts excluded pursuant to this clause (ii) does not exceed $5,000,000 at any time, (iii) deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Assignors’ salaried employees, (iv) such other accounts used solely for disbursement purposes and (v) Deposit Accounts which constitute ABL Priority Collateral) for each such Deposit Account, the respective Grantor Assignor shall use commercially reasonable efforts subject to the provisions of the Intercreditor Agreement and Section 3.14 hereof, cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 90 days after the date of this Agreement (or, if later, at the date time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Deposit Account, a “control agreement” in the form and substance consistent of Annex G hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise such changes thereto as may be acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”, ,” then the respective Grantor Assignor shall promptly (and in any event within 30 90 days after the date of this Agreement Effective Date or, if later, 30 days after the establishment of such account) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms reasonably satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 90 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account that is Collateral (other than the Cash Collateral Account or any other deposit account maintained with the Collateral Agent)Subject Deposit Account, the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account such Subject Deposit Account is maintained to execute and deliver to the First-Lien Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 60 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Agreement, a “control agreement” in the form and substance consistent of Annex G hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise such changes thereto as may be reasonably acceptable to the First-Lien Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Subject Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 60 days after the date of this Agreement or, if later, 30 days after the establishment of such accountAgreement) close the respective deposit account Subject Deposit Account and transfer all balances therein to (x) the Cash Collateral Account, (y) another Subject Deposit Account or another deposit account subject to a “control agreement” and meeting the requirements of this Section 4(q3.9(a) or (z) another Deposit Account subject to a “control agreement” and meeting the requirements of this Section 3.9(a) as if such Deposit Account were a Subject Deposit Account (each such Deposit Account referred to in this clause (z), an “Alternate Perfected Deposit Account”). If any bank with which a deposit account Subject Deposit Account is maintained refuses to subordinate all its claims with respect to such deposit account Subject Deposit Account to the First-Lien Collateral Agent’s security interest therein on terms reasonably satisfactory to the First-Lien Collateral Agent, then the First-Lien Collateral Agent, at its option, may (x) require that such deposit account Subject Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the First-Lien Collateral Agent may at any time, at its option, subsequently require that such deposit account Subject Deposit Account be terminated (within 30 days after notice from the First-Lien Collateral Agent) in accordance with the requirements of the immediately preceding sentence. If any Assignor intends to close a Subject Deposit Account in accordance with the terms of the respective “control agreement” for such Subject Deposit Account, then the respective Assignor shall, immediately prior to closing such Subject Deposit Account, transfer all balances therein to the Cash Collateral Account, another Subject Deposit Account or an Alternate Perfected Deposit Account.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) ), and the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof and the terms For each Deposit Account which is part of the Intercreditor Agreement, for each deposit account that is Collateral (other than (i) the Cash Collateral Account or any other deposit account Deposit Account maintained with the Collateral Agent, (ii) Deposit Accounts which are "zero balance" accounts used solely for accounts payable and (iii) as otherwise agreed by the Collateral Agent), the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 60 days after the date of this Agreement (or, if later, at the date time of the establishment of the respective deposit account)Deposit Account (in each case, or (y) such later date as agreed to in writing by the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit accountCollateral Agent in its sole discretion), a “"control agreement” " in the form and substance consistent of Annex G hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, such changes thereto or otherwise in such other form as may be reasonably acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account is maintained refuses to, or does not, enter into such a “"control agreement”, ," then the respective Grantor Assignor shall promptly (and in any event within 30 60 days after the date of this Agreement (in each case, or such later date as agreed to in writing by the Collateral Agent in its sole discretion) or, if later, 30 45 days after the establishment of such accountaccount (or such later date as may be acceptable to the Collateral Agent)) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)3.8. If any bank with which a deposit account Deposit Account is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s 's security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “"control agreement” " without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 45 days after notice from the Collateral AgentAgent (in each case, or such later date as agreed to in writing by the Collateral Agent in its sole discretion)) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (a) No Unrestricted Assignor maintains, or at any time after the date hereof shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States, provided that an Unrestricted Assignor may maintain or establish an account or accounts outside of the United States on terms, and in circumstances, reasonably acceptable to the Collateral Agent, so long as (i) Schedule 5 the aggregate amount of cash in all such accounts maintained outside the United States (exclusive of any amounts deposited in any such account representing monies from revenue generated exclusively from operations outside the United States) shall not exceed $150,000,000 and (ii) the aggregate amount of cash in all such accounts maintained outside the United States in excess of the amount permitted in preceding clause (i) does not exceed an amount reasonably satisfactory to the Collateral Agent (each such account outside the United States meeting the foregoing requirements, a “Non-U.S. Deposit Account”). Annex J hereto accurately sets forth, as of the date of this Agreement, for each GrantorUnrestricted Assignor, each deposit account Deposit Account maintained by such Grantor Unrestricted Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective Bank with respect to such Deposit Account. For each deposit account that is Collateral (other than the Cash Collateral Account or any other deposit account maintained with the Collateral Agent)Perfected Deposit Account, the respective Grantor Unrestricted Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account Perfected Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 60 days after the date of this Agreement (Fourth Restatement Effective Date or, if later, at the date time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Perfected Deposit Account, a “control agreement” in the form and substance consistent of Annex L hereto (appropriately completed), with the deposit account control agreements entered into such changes thereto as may be approved by the Company pursuant Collateral Agent (such approval not to the Senior Credit Facility, or otherwise acceptable to the Collateral Agentbe unreasonably withheld). Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Perfected Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Unrestricted Assignor shall promptly (and in any event within 30 60 days after the date of this Agreement Fourth Restatement Effective Date or, if later, 30 60 days after the establishment opening of such account) close the respective deposit account Perfected Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Perfected Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Perfected Deposit Account is maintained refuses to subordinate all its claims with respect to such deposit account Perfected Deposit Account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Perfected Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Perfected Deposit Account be terminated (within 30 60 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account that is Collateral Deposit Account (other than the Cash Collateral Account or Account, any other deposit account Deposit Account maintained with the First-Lien Collateral AgentAgent and, subject to the terms contained in the definition thereof, any Designated Account), the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the First-Lien Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (as such date may be extended by the First-Lien Collateral Agent) or, if later, at the date time of the establishment of the respective deposit account)Deposit Account, a “control agreement” in the form and substance consistent of Annex G hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise such changes thereto as may be acceptable to the First-Lien Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 45 days after the date of this Agreement or, if later, 30 days after the establishment of such account) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account is maintained refuses to subordinate all its claims claims, subject to customary exceptions, with respect to such deposit account Deposit Account to the First-Lien Collateral Agent’s security interest therein on terms satisfactory to the First-Lien Collateral Agent, then the First-Lien Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the First-Lien Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 days after notice from the First-Lien Collateral Agent) in accordance with , as such date may be extended by the requirements of the immediately preceding sentenceFirst-Lien Collateral Agent).

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account that is Collateral Deposit Account (other than the Cash Collateral Account or any other deposit account Deposit Account maintained with the First-Lien Collateral Agent), the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the First-Lien Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (as such date may be extended by the First-Lien Collateral Agent) or, if later, at the date time of the establishment of the respective deposit accountDeposit Account, a "control agreement" in the form of Annex G hereto (appropriately completed), a “control agreement” in form and substance consistent with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise such changes thereto as may be acceptable to the First-Lien Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account is maintained refuses to, or does not, enter into such a “"control agreement”", then the respective Grantor Assignor shall promptly (and in any event within 30 45 days after the date of this Agreement or, if later, 30 days after the establishment of such account) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account is maintained refuses to subordinate all its claims claims, subject to customary exceptions, with respect to such deposit account Deposit Account to the First-Lien Collateral Agent’s 's security interest therein on terms satisfactory to the First-Lien Collateral Agent, then the First-Lien Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “"control agreement” " without such subordination, provided that in such event the First-Lien Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 days after notice from the First-Lien Collateral Agent) (as such date may be extended by the First-Lien Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 The Assignor does not maintain, nor at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F-1 hereto accurately sets forth, as of the date of this Agreement, for each Grantorthe Assignor, each deposit account Deposit Account maintained by such Grantor the Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account that is Collateral (other than the Cash Collateral Deposit Account or any other deposit account maintained with the Collateral Agent)listed on Annex F-2 hereto, the respective Grantor Assignor shall use its commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), a “control agreement” in form and substance consistent with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if any bank with which a deposit account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor shall promptly (and in any event within 30 days after the date of this Agreement or, if later, 30 days after at the time of the establishment of the respective Deposit Account, a "control agreement" in the form of Annex G hereto (appropriately completed), with such accountchanges thereto, or other forms requested by any such bank, in either case as may be acceptable to the Collateral Agent; provided, however, the provisions of this sentence shall not apply to any Deposit Account maintained with Deutsche Bank Trust Company Americas (whether in its capacity as Collateral Agent or in its individual capacity) in which it otherwise has "control" over within the meaning of Section 9-104 of the UCC. Except as otherwise provided in the proviso to the immediately preceding sentence, if any bank with which a Deposit Account listed on Annex F-2 hereto refuses to, or does not, enter into such a "control agreement", then, at the request of the Collateral Agent or the Required Lenders, the Assignor shall promptly close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account is maintained Deposit Account listed on Annex F-2 hereto refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s 's security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “"control agreement” " without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any Deposit Account, Securities Account or Commodity Account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account, Securities Account and Commodity Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account, Securities Account or Commodity Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreementrespective bank with respect to such Deposit Account, for Securities Account or Commodity Account. For each deposit account that is Collateral Deposit Account, Securities Account or Commodity Account (other than the Cash Collateral Account or any other deposit account maintained with the Collateral AgentExcluded Account), the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account such Deposit Account, Securities Account or Commodity Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 60 days after the date of this Agreement (as such date may be extended by the Collateral Agent acting on the instructions of the requisite holders of the Notes) or, if later, at the date time of the establishment of the respective deposit account)Deposit Account, Securities Account or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Commodity Account, a “control agreement” in form and substance consistent with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise acceptable reasonably satisfactory to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account, Securities Account or Commodity Account (other than an Excluded Account) is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 60 days after the date of this Agreement (as such date may be extended by the Collateral Agent acting on the instructions of the requisite holders of the Notes) or, if later, 30 days after the time of establishment of such account) ), close the respective deposit account Deposit Account, Securities Account or Commodity Account and transfer all balances therein to the Cash Collateral Account or Deposit Account, Securities Account or Commodity Account meeting the requirements of this Section 3.9. If any bank with which a Deposit Account, Securities Account or Commodity Account (other than an Excluded Account) is maintained refuses to subordinate its claims with respect to such Deposit Account, Securities Account or Commodity Account to the Collateral Agent’s security interest therein on terms reasonably satisfactory to the Collateral Agent, then the Collateral Agent may (x) require that the respective Assignor terminate such Deposit Account, Securities Account or Commodity Account and transfer all balances therein to the Cash Collateral Account or another deposit account meeting the requirements of this Section 4(q). If any bank with which a deposit account is maintained refuses to subordinate all its claims with respect to such deposit account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral AgentDeposit Account, then the Collateral Agent, at its option, may (x) require that such deposit account be terminated Securities Account or Commodity Account in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account that is Collateral Deposit Account (other than the Cash Collateral Account or any other deposit account Deposit Account maintained with the Collateral AgentPBGC), the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral AgentPBGC, (x) in at the case reasonable request of an account located the PBGC at a bank which is a lender under the Senior Credit Facility, within 30 days any time after the date of this Agreement (or, if later, the date Discharge of the establishment of the respective deposit account), First-Lien Obligations or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), any other time as a “control agreement” in form and substance consistent is entered into with the deposit account First-Lien Collateral Agent, a customary “control agreements entered into by the Company pursuant agreement” or to take such other actions as may be satisfactory to the Senior Credit Facility, or otherwise acceptable PBGC with respect to the Collateral Agentsuch Deposit Accounts. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 days after the date of this Agreement or, if later, 30 days after the establishment of such account) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral AgentPBGC’s security interest therein on terms satisfactory to the Collateral AgentPBGC, then the Collateral AgentPBGC, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent PBGC may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 days after notice from the Collateral AgentPBGC) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (i) No Grantor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States other than such accounts constituting Excluded Assets or Excluded Perfection Assets. Schedule 5 hereto accurately sets forth, as of the date of this Agreement, for each Grantor, each deposit account maintained by such Grantor (including a description thereof and the respective account number) and the name of the respective bank with which such deposit account is maintained. Subject In accordance with Section 4.22 of the Indenture, and subject to Section 4(c) hereof hereof, each Grantor shall cause each bank and the terms of the Intercreditor Agreement, for each deposit account that is Collateral other financial institution with a Deposit Account or Securities Account (other than the Cash Collateral Account or any other deposit account maintained with the Collateral Agent), the respective Grantor shall use commercially reasonable efforts an Excluded Account) referred to cause the bank with which the deposit account is maintained in Schedule 5 hereto to execute and deliver to the Collateral Agent, Agent (xor its designee) within thirty (30) days (or such longer period of time agreed to by the Collateral Agent in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 days its reasonable discretion) after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), or (y“Control Agreement Date”) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), a “control agreement” Control Agreement, in form and substance consistent with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if any bank with which a deposit account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor shall promptly (and in any event within 30 days after the date of this Agreement or, if later, 30 days after the establishment of such account) close the respective deposit account and transfer all balances therein to the Cash Collateral Account or another deposit account meeting the requirements of this Section 4(q). If any bank with which a deposit account is maintained refuses to subordinate all its claims with respect to such deposit account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then duly executed by such Grantor and such bank or financial institution, or enter into other arrangements in form and substance satisfactory to the Collateral Agent, pursuant to which such institution shall irrevocably agree (unless otherwise agreed to by the Collateral Agent), among other things, that (i) it will comply at its option, may (x) require that such deposit account be terminated in accordance any time with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event instructions originated by the Collateral Agent may at any time(or its designee) to such bank or financial institution directing the disposition of cash, at its optionCommodity Contracts, subsequently require that securities, Investment Property and other items from time to time credited to such deposit account be terminated (within 30 days after notice from account, without further consent of such Grantor, which instructions the Collateral AgentAgent (or its designee) will not give to such bank or other financial institution in accordance the absence of the occurrence and continuance of an Event of Default, (ii) all cash, securities, Investment Property and other items of such Grantor deposited with such institution shall be subject to a perfected, first priority security interest in favor of the Collateral Agent (or its designee), and (iii) any right of set off, banker’s Lien or other similar Lien, security interest or encumbrance shall be fully waived as against the Collateral Agent (or its designee). On or after the Control Agreement Date, no cash, Cash Equivalents or any other property may be transferred from a Deposit Account or Securities Account that is subject to a Control Agreement to another Deposit Account or Securities Account that is not subject to a Control Agreement. The provisions of this Section 4(q) shall not apply to Excluded Perfection Assets or any Deposit Account or Securities Account constituting an Excluded Asset. The parties hereto agree that the failure to timely comply with the requirements provisions of the immediately preceding sentencethis Section 4(q)(i) shall constitute an Event of Default.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject , and, to Section 4(c) hereof and the terms extent available, the jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account that is Collateral Deposit Account (other than the Cash Collateral Account or any other deposit account Deposit Account maintained with the Collateral Agent), the respective Grantor shall Assignor shall, upon the request of the Collateral Agent, use commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 60 days after the date of this Agreement such request (or, if later, or such later date as may be acceptable to the date of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit accountCollateral Agent), a “control agreement” in the form and substance consistent of Annex G hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise such changes thereto as may be acceptable to the Collateral AgentAgent and the Agents. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”, then then, if directed to do so by both Agents, the respective Grantor Assignor shall promptly (and in any event within 30 60 days after such request (or such longer period as may be required and reasonably acceptable to the date of this Agreement or, if later, 30 days after the establishment of such accountCollateral Agent)) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q). If any bank with which a deposit account is maintained refuses to subordinate all its claims with respect to such deposit account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence3.9.

Deposit Accounts; Etc. (a) No Assignor maintains, or at any time after the date hereof shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States, provided that an Assignor may maintain or establish an account or accounts outside of the United States on terms, and in circumstances, reasonably acceptable to the Collateral Agent, so long as (i) Schedule 5 any amounts deposited in any such account represent monies from revenue generated exclusively from operations outside of the United States and (ii) the aggregate amount of cash in all such accounts maintained outside the United States does not exceed an amount reasonably satisfactory to the Collateral Agent (each such account outside the United States meeting the foregoing requirements, a "Non-U.S. Deposit Account"). Annex J hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective Bank with respect to such Deposit Account. For each deposit account that is Collateral (other than the Cash Collateral Account or any other deposit account maintained with the Collateral Agent)Perfected Deposit Account, the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account Perfected Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 45 days after the date of this Agreement (hereof or, if later, at the date time of the establishment of the respective deposit accountPerfected Deposit Account, a "control agreement" in the form of Annex L hereto (appropriately completed), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), a “control agreement” in form and substance consistent with the deposit account control agreements entered into such changes thereto as may be approved by the Company pursuant Collateral Agent (such approval not to the Senior Credit Facility, or otherwise acceptable to the Collateral Agentbe unreasonably withheld). Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Perfected Deposit Account is maintained refuses to, or does not, enter into such a “"control agreement”", then the respective Grantor Assignor shall promptly (and in any event within 30 45 days after the date of this Agreement or, if later, 30 45 days after the establishment opening of such account) close the respective deposit account Perfected Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Perfected Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account is maintained refuses to subordinate all its claims with respect to such deposit account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.Perfected Deposit Account is

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any Deposit Account, Securities Account or Commodity Account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account, Securities Account and Commodity Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account, Securities Account or Commodity Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreementrespective bank with respect to such Deposit Account, for Securities Account or Commodity Account. For each deposit account that is Collateral Deposit Account, Securities Account or Commodity Account (other than the Cash Collateral Account or any other deposit account maintained with the Collateral AgentExcluded Account), the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account such Deposit Account, Securities Account or Commodity Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 60 days after the date of this Agreement (as such date may be extended by the Collateral Agent in its sole discretion) or, if later, at the date time of the establishment of the respective deposit account)Deposit Account, Securities Account or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Commodity Account, a “control agreement” in form and substance consistent with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise acceptable reasonably satisfactory to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Deposit Account, Securities Account or Commodity Account (other than an Excluded Account) is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 60 days after the date of this Agreement (as such date may be extended by the Collateral Agent in its sole discretion) or, if later, 30 days after the time of establishment of such account) ), close the respective deposit account Deposit Account, Securities Account or Commodity Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account, Securities Account or Commodity Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account, Securities Account or Commodity Account (other than an Excluded Account) is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account, Securities Account or Commodity Account to the Collateral Agent’s security interest therein on terms reasonably satisfactory to the Collateral Agent, then the Collateral Agent, at its optionoption in its sole discretion, may (x) require that the respective Assignor terminate such deposit account be terminated Deposit Account, Securities Account or Commodity Account and transfer all balances therein to the Cash Collateral Account or another Deposit Account, Securities Account or Commodity Account in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F-1 hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number), the name of the respective bank with which such Deposit Account is maintained, and the jurisdiction of the respective bank with respect to such Deposit Account. Annex F-2 hereto accurately sets forth, as of the date of this Agreement, for each Assignor, each Deposit Account maintained by such Assignor (including a description thereof and the respective account number) and the name for which a control agreement is required pursuant to Section 9.14 of the respective bank with which such deposit account is maintainedCredit Agreement. Subject to Section 4(c) hereof and the terms of the Intercreditor Agreement, for For each deposit account that is Collateral (other than the Cash Collateral Deposit Account or any other deposit account maintained with the Collateral Agent)listed on Annex F-2 hereto, the respective Grantor Assignor shall use its commercially reasonable efforts to cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 days after the date of this Agreement (or, if later, at the date time of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Deposit Account, a “control agreement” substantially in the form and substance consistent of Annex G hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facilitysuch changes thereto, or otherwise other forms requested by any such bank, in either case as may be reasonably acceptable to the Collateral Agent; provided, however, the provisions of this sentence shall not apply to any Deposit Account maintained with Deutsche Bank Trust Company Americas (whether in its capacity as Collateral Agent or in its individual capacity) in which it otherwise has “control” over within the meaning of Section 9-104 of the UCC. Subject Except as otherwise provided in the proviso to Section 10(n)(iii) hereofthe immediately preceding sentence, if any bank with which a deposit account Deposit Account listed on Annex F-2 hereto is maintained refuses to, or does not, enter into such a “control agreement”, then then, at the request of the Collateral Agent or the Required Lenders, the respective Grantor Assignor shall promptly (and in any event within 30 days after the date of this Agreement or, if later, 30 days after the establishment of such account) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)3.9. If any bank with which a deposit account Deposit Account listed on Annex F-2 hereto is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor at any time after the occurrence and during the continuance of an Event of Default shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the Uniform Commercial Code) whose jurisdiction (determined in accordance with Section 9-304 of the Uniform Commercial Code) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account that is Collateral Deposit Account (other than the Cash Collateral Account or any other deposit account Deposit Account maintained with the Collateral Agent), the respective Grantor Assignor shall use commercially reasonable efforts to at the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, cause the bank with which the deposit account Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 20 days after the date of this Agreement such request (or, if later, or such longer period as may be acceptable to the date of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit accountCollateral Agent), a “control agreement” in the form and substance consistent of Annex G hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise such changes thereto as may be acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which such a deposit account Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 20 days after the date of this Agreement or, if later, 30 days after such request (or such longer period as may be acceptable to the establishment of such accountCollateral Agent)) close the respective deposit account Deposit Account and transfer all balances therein to the Cash Collateral Account or another deposit account Deposit Account meeting the requirements of this Section 4(q)3.8. If any bank with which such a deposit account Deposit Account is maintained refuses to subordinate all its claims with respect to such deposit account Deposit Account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such deposit account Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Deposit Account be terminated (within 30 20 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence.

Deposit Accounts; Etc. (ia) Schedule 5 No Assignor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorAssignor, each deposit account Deposit Account maintained by such Grantor Assignor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. Subject to Section 4(c) hereof , and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account that is Collateral (other than the Cash Collateral Account or any other deposit account maintained with the Collateral Agent)Subject Deposit Account, the respective Grantor Assignor shall use commercially reasonable efforts to cause the bank with which the deposit account such Subject Deposit Account is maintained to execute and deliver to the Second-Lien Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 60 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Agreement, a “control agreement” in the form and substance consistent of Annex G hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise such changes thereto as may be reasonably acceptable to the Second-Lien Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Subject Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Assignor shall promptly (and in any event within 30 60 days after the date of this Agreement or, if later, 30 days after the establishment of such accountAgreement) close the respective deposit account Subject Deposit Account and transfer all balances therein to (x) the Cash Collateral Account, (y) another Subject Deposit Account or another deposit account subject to a “control agreement” and meeting the requirements of this Section 4(q3.9(a) or (z) another Deposit Account subject to a “control agreement” and meeting the requirements of this Section 3.9(a) as if such Deposit Account were a Subject Deposit Account (each such Deposit Account referred to in this clause (z), an “Alternate Perfected Deposit Account”). If any bank with which a deposit account Subject Deposit Account is maintained refuses to subordinate all its claims with respect to such deposit account Subject Deposit Account to the Second-Lien Collateral Agent’s security interest therein on terms reasonably satisfactory to the Second-Lien Collateral Agent, then the Second-Lien Collateral Agent, at its option, may (x) require that such deposit account Subject Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a “control agreement” without such subordination, provided that in such event the Second-Lien Collateral Agent may at any time, at its option, subsequently require that such deposit account Subject Deposit Account be terminated (within 30 days after notice from the Second-Lien Collateral Agent) in accordance with the requirements of the immediately preceding sentence. If any Assignor intends to close a Subject Deposit Account in accordance with the terms of the respective “control agreement” for such Subject Deposit Account, then the respective Assignor shall, immediately prior to closing such Subject Deposit Account, transfer all balances therein to the Cash Collateral Account, another Subject Deposit Account or an Alternate Perfected Deposit Account.

Deposit Accounts; Etc. (ia) Schedule 5 No Debtor maintains, or at any time after the date of this Agreement shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. Annex F hereto accurately sets forth, as of the date of this Agreement, for each GrantorDebtor, each deposit account Deposit Account maintained by such Grantor Debtor (including a description thereof and the respective account number) and ), the name of the respective bank with which such deposit account Deposit Account is maintained. , and (in the case of any Subject to Section 4(cDeposit Account) hereof and the terms jurisdiction of the Intercreditor Agreement, for respective bank with respect to such Deposit Account. For each deposit account that is Collateral (other than the Cash Collateral Account or any other deposit account maintained with the Collateral Agent)Subject Deposit Account, the respective Grantor Debtor shall use commercially reasonable efforts to cause the bank with which the deposit account such Subject Deposit Account is maintained to execute and deliver to the Collateral Agent, (x) in the case of an account located at a bank which is a lender under the Senior Credit Facility, within 30 days (or such longer period as may be approved by the Collateral Agent in writing) after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account), or (y) in the case of an account located at a bank which is a not lender under the Senior Credit Facility, within 45 days after the date of this Agreement (or, if later, the date of the establishment of the respective deposit account)Agreement, a “control agreement” substantially in the form and substance consistent of Annex G hereto (appropriately completed), with the deposit account control agreements entered into by the Company pursuant to the Senior Credit Facility, or otherwise such changes thereto as may be reasonably acceptable to the Collateral Agent. Subject to Section 10(n)(iii) hereof, if If any bank with which a deposit account Subject Deposit Account is maintained refuses to, or does not, enter into such a “control agreement”, then the respective Grantor Debtor, if requested by the Collateral Agent, shall promptly (and in any event within 30 days after the date of this Agreement or, if later, 30 days after the establishment of such accountAgreement) close the respective deposit account Subject Deposit Account and transfer all balances therein to the Cash Collateral (x) another Subject Deposit Account or another deposit account subject to a “control agreement” and meeting the requirements of this Section 4(q4.9(a) or (y) another Deposit Account subject to a “control agreement” and meeting the requirements of this Section 4.9(a) as if such Deposit Account were a Subject Deposit Account (each such Deposit Account referred to in this clause (y), an “Alternate Perfected Deposit Account”). If any bank with which a deposit account Subject Deposit Account is maintained refuses to subordinate all its claims with respect to such deposit account Subject Deposit Account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (xA) require that such deposit account Subject Deposit Account be terminated in accordance with the immediately preceding sentence or (yB) agree to a “control agreement” without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such deposit account Subject Deposit Account be terminated (within 30 days (or such longer period as may be approved by the Collateral Agent in writing) after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence. If any Debtor intends to close a Subject Deposit Account in accordance with the terms of the respective “control agreement” for such Subject Deposit Account, then the respective Debtor shall, immediately prior to closing such Subject Deposit Account, transfer all balances therein to another Subject Deposit Account or an Alternate Perfected Deposit Account.