Common use of Deposit Accounts; Securities Accounts Clause in Contracts

Deposit Accounts; Securities Accounts. No Loan Party shall, nor shall it permit any of its Subsidiaries that is a Loan Party to, (a) maintain Deposit Accounts with any Person other than a Lender and which is subject to Account Control Agreements, or (b) maintain securities accounts that are not subject to Account Control Agreements; provided that, the requirements of the foregoing Section 6.26(a) shall not apply to (i) Deposit Accounts holding exclusively Excluded Funds (other than Cash Collateral Accounts), (ii) Deposit Accounts and securities accounts to the extent, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) of the Security Agreement, (iii) xxxxx cash accounts with an amount not to exceed $250,000 in the aggregate, and (iv) only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, (A) in the event any Loan Party acquires any Deposit Account or securities account pursuant to an Acquisition, such Loan Party shall have thirty (30) days from the date of such Acquisition (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent an Account Control Agreement therefor, and (B) as to any Deposit Accounts or securities accounts held with Bank of America, N.A. on the Closing Date, such Loan Party shall have thirty (30) days from the Closing Date (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent the Account Control Agreements therefor. Holdings and the Borrower, for itself and on behalf of its Subsidiaries that are Loan Parties, hereby authorizes the Administrative Agent to deliver notices to the depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the following circumstances: (i) following the occurrence of and during the continuation of an Event of Default, (ii) if the Administrative Agent reasonably believes that a requested transfer by Holdings, the Borrower or any Subsidiary, as applicable, is a request to transfer any funds from any account to any other account of Holdings, the Borrower or any Subsidiary that is not permitted under this Section 6.26, (iii) as otherwise agreed to in writing by Holdings, the Borrower or any Subsidiary, as applicable, and (iv) as otherwise permitted by applicable Legal Requirement.

Deposit Accounts; Securities Accounts. No Loan Party shall(a) Schedule 8.5 sets forth all Deposit Accounts and Securities Accounts maintained by Borrowers and other Obligors, nor including all Dominion Accounts as of the Closing Date. Each Borrower and other Obligors shall it permit any take all actions necessary to establish Administrative Agent’s control of its Subsidiaries each such Deposit Account (i) that is a Loan Party to, collections account and (aii) maintain as required by Section 8.5(b) and each such Securities Account and each new Deposit Accounts with any Person other than a Lender Account and which is subject to Securities Account Control Agreements, or (b) maintain securities accounts that are not subject to Account Control Agreements; provided that, opened after the requirements of the foregoing Section 6.26(a) shall not apply to (i) Deposit Accounts holding exclusively Excluded Funds Closing Date (other than Cash Collateral Accounts), (ii) Deposit Accounts and securities accounts to the extent, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) of the Security Agreement, (iii) xxxxx cash accounts with an amount not to exceed $250,000 in the aggregate, and (iv) only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, (A) in the event any Loan Party acquires any Deposit Account or securities account pursuant to an Acquisitionaccounts exclusively used for payroll, such Loan Party shall have thirty (30) days from the date of such Acquisition (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent an Account Control Agreement therefor, withholding tax and other fiduciary deposit accounts and (B) as accounts containing not more than $25,000 individually and $500,000 in the aggregate for all such accounts at any time (each an “Excluded Account” and collectively for all such accounts in clauses (A) and (B) above, the “Excluded Accounts”)). Each Borrower and each other Obligor shall be the sole account holder of each Deposit Account and Securities Account and shall not allow any other Person (other than Administrative Agent,) to have control over a Deposit Account or a Securities Account (other than the Notes Proceeds Collateral Account) or any Deposit Accounts or securities accounts held with Bank of America, N.A. on the Closing Date, such Loan Party Property deposited therein. Each Borrower and each other Obligor shall have thirty (30) days from the Closing Date (or such later date as the promptly notify Administrative Agent may agree of any opening or closing of a Deposit Account or a Securities Account (other than an Excluded Account) and, with the consent of Administrative Agent, will amend Schedule 8.5 to reflect same. Each Borrower shall (i) request in its sole discretion) writing and otherwise take such reasonable steps to deliver ensure that all Account Debtors forward payment directly to the Administrative Agent the Account Control Agreements therefor. Holdings lockboxes and the Borrower, for itself and on behalf of its Subsidiaries that are Loan Parties, hereby authorizes the Administrative Agent to deliver notices to the depositary banks and securities intermediaries Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, and (ii) deposit or cause to be deposited promptly, and in any Account Control Agreement under event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. All Net Proceeds of the following circumstances: (i) following sale or other disposition of any Collateral, shall be deposited directly into the occurrence of and during the continuation of an Event of Default, (ii) if the Administrative Agent reasonably believes that a requested transfer by Holdings, the Borrower or any Subsidiary, as applicable, is a request to transfer any funds from any account to any other account of Holdings, the Borrower or any Subsidiary that is not permitted under this Section 6.26, (iii) as otherwise agreed to in writing by Holdings, the Borrower or any Subsidiary, as applicable, and (iv) as otherwise permitted by applicable Legal RequirementDominion Accounts.

Deposit Accounts; Securities Accounts. No Loan Party shall, nor shall it permit any of its Subsidiaries that is a Loan Party to, (a) maintain Deposit Accounts with any Person other than a Lender and which is subject to Account Control Agreements, or (b) maintain securities accounts that are not subject to Account Control Agreements; provided that, the requirements of the foregoing Section 6.26(a) shall not apply to (i) Deposit Accounts holding exclusively Excluded Funds (other than Cash Collateral Accounts), (ii) Schedule 8.6 sets forth all Deposit Accounts and securities accounts to the extentSecurities Accounts maintained by Borrowers and other Obligors, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) including all Dominion Accounts as of the Security Agreement, (iii) xxxxx cash accounts with an amount not to exceed $250,000 in the aggregate, and (iv) only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, (A) in the event any Loan Party acquires any Deposit Account or securities account pursuant to an Acquisition, such Loan Party shall have thirty (30) days from the date of such Acquisition (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent an Account Control Agreement therefor, and (B) as to any Deposit Accounts or securities accounts held with Bank of America, N.A. on the Closing Date. Subject to the terms of the Intercreditor Agreement, each Borrower and other Obligors shall take all actions necessary to establish Agent's control of each such Loan Party shall have thirty (30) days from Deposit Account and Securities Account and each new Deposit Account and Securities Account opened after the Closing Date (other than (a) accounts exclusively used for payroll, withholding tax and other fiduciary deposit accounts and (b) accounts containing not more than $1,000,000 for all such accounts at any time (each an "Excluded Account" and collectively for all such accounts in clauses (a) and (b) above, the "Excluded Accounts"); provided, that, until U.S. Borrowers and the other U.S. Facility Obligors shall have satisfied the requirements of Section 8.6(b), as long as (1) such 112 Obligors maintain a Dominion Account with Xxxxx Fargo Bank, N.A. no. 4121872774 (the "Specified Xxxxx Master Account") and (2) funds on deposit in the Deposit Accounts set forth on Schedule 8.6(a) are swept and deposited in the Specified Xxxxx Master Account with the frequency shown for each such Deposit Account on Schedule 8.6(a), such Deposit Accounts shall not be required to be subject to Agent's control as provided in this Section 8.6(a). One or such later date as more Obligors shall be the Administrative sole account holders of each Deposit Account and Securities Account of any Obligor and shall not allow any other Person (other than Agent may agree and, subject to in its sole discretionthe Intercreditor Agreement, the Term Loan Agent) to deliver have control over a Deposit Account or a Securities Account or any Property deposited therein. Each Borrower and each other Obligor shall promptly notify Agent of any opening or closing of a Deposit Account or a Securities Account (other than an Excluded Account). Each Borrower shall (i) request in writing and otherwise take such reasonable steps to the Administrative Agent the ensure that all Account Control Agreements therefor. Holdings Debtors forward payment directly to lockboxes and the Borrower, for itself and on behalf of its Subsidiaries that are Loan Parties, hereby authorizes the Administrative Agent to deliver notices to the depositary banks and securities intermediaries Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, and (ii) deposit or cause to be deposited promptly, and in any Account Control Agreement under event no later than the first Business Day after the date of receipt thereof (except with respect to up to $1,000,000 at any given time, the fifth Business Day after the receipt thereof), all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all ABL Priority Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. All Net Proceeds of the following circumstances: (i) following sale or other disposition of any ABL Priority Collateral, shall be deposited directly into the occurrence of and during the continuation of an Event of Default, (ii) if the Administrative Agent reasonably believes that a requested transfer by Holdings, the Borrower or any Subsidiary, as applicable, is a request to transfer any funds from any account to any other account of Holdings, the Borrower or any Subsidiary that is not permitted under this Section 6.26, (iii) as otherwise agreed to in writing by Holdings, the Borrower or any Subsidiary, as applicable, and (iv) as otherwise permitted by applicable Legal RequirementDominion Accounts.

Deposit Accounts; Securities Accounts. No Loan Party shallThe Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that is a Loan Party to, (a) maintain Deposit Accounts deposit accounts with any Person other than a Lender and which is subject to Account Control Agreements, or (b) maintain securities accounts that are not subject to Account Control Agreements; provided that, the requirements of the foregoing Section 6.26(a6.24(a) shall not apply to (i) Deposit Accounts holding exclusively Excluded Funds (other than Cash Collateral Accounts)escrow accounts and third party cash pledges or deposits made in the ordinary course of business, in each case, held for the benefit of an unaffiliated third party pursuant to binding contractual agreements, and (ii) Deposit Accounts and securities accounts to the extent, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) of the Security Agreement, (iii) xxxxx cash accounts with an amount not to exceed $250,000 1,000,000 in the aggregate, and (iv) only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, (A) in the event any Loan Party acquires any Deposit Account deposit account or securities account pursuant to an Acquisition, such Loan Party shall have thirty (30) days from the date of such Acquisition (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent an Account Control Agreement therefor, and (B) as to any Deposit Accounts deposit accounts or securities accounts held with Bank of America, N.A. on the Closing DateEffective Date that are not already subject to an Account Control Agreement (but including, for the avoidance, such accounts that are subject to “Control Agreements” as defined in the Existing Credit Agreement), such Loan Party shall have thirty forty-five (3045) days from the Closing Effective Date (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent the Account Control Agreements therefor. Holdings and the The Borrower, for itself and on behalf of its Restricted Subsidiaries that are Loan Parties, hereby authorizes the Administrative Agent to deliver notices to the depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the following circumstances: (i) following the occurrence of and during the continuation of an Event of Default, (ii) if the Administrative Agent reasonably believes that a requested transfer by Holdings, the Borrower or any Restricted Subsidiary, as applicable, is a request to transfer any funds from any account to any other account of Holdings, the Borrower or any Restricted Subsidiary that is not permitted under this Section 6.266.24, (iii) as otherwise agreed to in writing by Holdings, the Borrower or any Restricted Subsidiary, as applicable, and (iv) as otherwise permitted by applicable Legal Requirement.

Deposit Accounts; Securities Accounts. No Loan Party shall, nor shall it permit any of its Subsidiaries that is a Loan Party to, (a) maintain Deposit Accounts with any Person other than a Lender and which is subject to Account Control Agreements, or Within 90 days following the Closing Date (b) maintain securities accounts that are not subject to Account Control Agreements; provided thatas such date may be extended by the Administrative Agent in its sole discretion), the requirements of Borrowers and the foregoing Section 6.26(a) Subsidiary Guarantors shall not apply to (i) have provided an updated Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts holding exclusively Excluded Funds (other than Cash Collateral Accounts)and Securities Accounts that are Specified Accounts at such time, (ii) Deposit Accounts and securities accounts to the extent, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) of the Security Agreement, (iii) xxxxx cash accounts with an amount not to exceed $250,000 in the aggregate, and (iv) only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, (A) in the event any Loan Party acquires any have caused each Deposit Account or securities account pursuant Bank and each Securities Intermediary with whom a Controlled Account that is not a Residual Bank Account is maintained to an Acquisition, such Loan Party shall have thirty (30) days from the date of such Acquisition (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent an enter into a Deposit Account Control Agreement therefor, and (B) as to any Deposit Accounts or securities accounts held with Bank of America, N.A. on the Closing Date, such Loan Party shall have thirty (30) days from the Closing Date (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent the Securities Account Control Agreements therefor. Holdings and the Borrower, for itself and on behalf of its Subsidiaries that are Loan Parties, hereby authorizes the Administrative Agent to deliver notices to the depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the following circumstances: (i) following the occurrence of and during the continuation of an Event of Default, (ii) if the Administrative Agent reasonably believes that a requested transfer by Holdings, the Borrower or any Subsidiary, as applicable, is a request to transfer any funds from any account to any other account of Holdings, the Borrower or any Subsidiary that is not permitted under this Section 6.26, (iii) as otherwise agreed to in writing by Holdings, the Borrower or any SubsidiaryAgreement, as applicable, and (iviii) have deposited (and thereafter continue to deposit) in a Specified Account all cash received by them in respect of any Collateral. If, following such 90th (or later) day, any Residual Bank Account remains open, the Borrowers and the Subsidiary Guarantors shall cause each Deposit Account Bank and each Securities Intermediary with whom any such Residual Bank Account is maintained to enter into a Deposit Account Control Agreement or Securities Account Control Agreement, as otherwise applicable, within 30 days thereafter. Except to the extent permitted by applicable Legal Requirementthe immediately preceding two sentences, with respect to the respective periods set forth therein, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account.

Deposit Accounts; Securities Accounts. No Loan Party shallUnless Lender agrees otherwise in writing, nor shall it permit any of its Subsidiaries that is a Loan Party to, (a) maintain Deposit Accounts with any Person other than a Lender and which is subject to Account Control Agreements, or (b) maintain securities accounts that are not subject to Account Control Agreements; provided that, the requirements of the foregoing Section 6.26(a) shall not apply to (i) Deposit Accounts holding exclusively Excluded Funds (other than Cash Collateral Accounts), (ii) Deposit Accounts and securities accounts to the extent, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) of the Security Agreement, (iii) xxxxx cash accounts with an amount Borrower agrees not to exceed $250,000 in the aggregate, and (iv) only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, (A) in the event withdraw any Loan Party acquires funds from any Deposit Account or securities account Securities Account pledged to Lender pursuant to an Acquisitionthis Agreement except for the Designated Account, such Loan Party the Segregated Account, the BONY Account, and any Deposit Accounts identified on Schedule 5.15 to the Information Certificate which are specifically and exclusively used for or in connection with payroll, payroll taxes and other employee wage and benefit payments to or for employees of Borrower or any of its Subsidiaries, and offsets for the Regions Bank LC; provided, that Borrower shall have thirty (30) days only be permitted to withdraw funds from the Segregated Account so long as, as of any date of determination, (1) such Acquisition (or such later date as funds are used solely for the Administrative Agent may agree to in its sole discretion) to deliver to payment of interest on the Administrative Agent an Account Control Agreement thereforSenior Secured Bonds, and (B2) the amount in the Segregated Account does not, as of such date of determination, exceed $15,000,000; and provided, further, that as of any date of determination, Borrower shall not permit the BONY Account to any Deposit Accounts or securities accounts held with Bank hold funds in excess of America$20,000, N.A. on the Closing Date, such Loan Party shall have thirty (30) days from the Closing Date (or such later date greater amount as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent the Account Control Agreements therefor. Holdings and the Borrower, for itself and on behalf of its Subsidiaries that are Loan Parties, hereby authorizes the Administrative Agent to deliver notices to the depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the following circumstances: (i) following the occurrence of and during the continuation of an Event of Default, (ii) if the Administrative Agent reasonably believes that a requested transfer by Holdings, the Borrower or any Subsidiary, as applicable, is a request to transfer any funds from any account to any other account of Holdings, the Borrower or any Subsidiary that is not permitted under this Section 6.26, (iii) as otherwise agreed be consented to in writing by HoldingsLender from time to time in order for Borrower to comply with the terms and conditions of the Senior Secured Bonds (other than with respect to Borrower’s obligation to make interest and other similar payments with respect to such Senior Secured Bonds to the holders thereof); and provided, further, that to the extent that Borrower fails to obtain a Control Agreement with respect to the Global Hunter Securities Account, Borrower shall not permit, as of any date of determination, the Global Hunter Securities Account to hold funds in excess of the amount Borrower may use pursuant to the terms and conditions hereof (including, without limitation, Section 7.11) to make Permitted Investments of the type described in clause (f)(ii) of the definition thereof for the thirty day period beginning on such date of determination. The foregoing references to the ability of Borrower to withdraw funds from any such Deposit Account (including, without limitation, the Segregated Account) or Securities Account shall not be deemed to limit or in any manner be a waiver of Lender’s rights, as holder of a first-priority perfected security interest in each such Deposit Account (including, without limitation, the Segregated Account) or Securities Account to exercise its rights and remedies against any such Deposit Account (including, without limitation, the Segregated Account) or Securities Account (subject to the Intercreditor Agreement, if applicable), including, without limitation, the right to apply funds in each such Deposit Account (including, without limitation, the Segregated Account) or Securities Account to payment of all or any Subsidiaryportion of the Obligations then due and payable (whether by virtue of acceleration, as applicable, commencement of a bankruptcy proceeding or otherwise) during the existence and (iv) continuation of any Event of Default or as otherwise may be permitted by under applicable Legal Requirementlaw and the Loan Documents.

Deposit Accounts; Securities Accounts. No Loan Party shallSubject to Section 5.17, nor Holdings and the Borrower shall it not, and shall not permit any of its Restricted Subsidiaries that is a Loan Party to, (a) maintain Deposit Accounts with any Person other than a Lender and which is that are not subject to Account Control Agreements, or (b) maintain securities accounts that are not subject to Account Control Agreements; provided that, the requirements of the foregoing Section 6.26(a6.23(a) shall not apply to (i) Deposit Accounts holding exclusively Excluded Funds (other than Cash Collateral Accounts)Funds, (ii) Deposit Accounts and securities accounts to the extent, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) of the Security Agreement, (iii) xxxxx cash accounts with an amount not to exceed $250,000 in the aggregate, and (iv) only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, (A) in the event any Loan Party acquires any Deposit Account or securities account pursuant to an Acquisition, such Loan Party shall have thirty (30y) within 120 days from after the date of such Acquisition (or such later date as either of the Administrative First Lien Agent or the Collateral Agent may agree to in its sole discretiondiscretion for the delivery of deposit account control agreements in respect thereof) to deliver to the Administrative Collateral Agent an Account Control Agreement therefor, therefor and (Bz) for so long as to any such acquired Deposit Accounts Account or securities accounts held with Bank of America, N.A. on the Closing Date, such Loan Party shall have thirty (30) days from the Closing Date (or such later date as the Administrative Agent may agree account is not subject to in its sole discretion) to deliver to the Administrative Agent the an Account Control Agreements thereforAgreement, no cash or securities shall be transferred to such acquired Deposit Account or securities account. To the extent permitted under the Intercreditor Agreement, Holdings and the Borrower, for itself and on behalf of its Restricted Subsidiaries that are Loan Parties, hereby authorizes the Administrative Collateral Agent to deliver notices to the depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the following circumstances: (i) following the occurrence of and during the continuation of an Event of Default, (ii) if the Administrative Collateral Agent reasonably believes that a requested transfer by Holdings, the Borrower or any Restricted Subsidiary, as applicable, is a request to transfer any funds from any account to any other account of Holdings, the Borrower or any Restricted Subsidiary that is not permitted under this Section 6.266.23, (iii) as otherwise agreed to in writing by Holdings, the Borrower or any Restricted Subsidiary, as applicable, and (iv) as otherwise permitted required by applicable Legal Requirement.

Deposit Accounts; Securities Accounts. No Loan Party shall, nor Each Grantor shall it permit any of its Subsidiaries that is a Loan Party to, (a) maintain Deposit Accounts with any Person other than a Lender and which is subject to Account Control Agreements, or (b) maintain securities accounts that are not subject to Account Control Agreements; provided that, the requirements of the foregoing Section 6.26(a) shall not apply to cause at all times (i) each depositary bank holding a Deposit Accounts holding exclusively Excluded Funds Account (other than Cash Collateral Exempt Accounts) owned by such Grantor, and (ii) each Securities Intermediary holding any Investment Property or Securities Account (other than Exempt Accounts) owned by such Grantor to be subject to an executed and delivered control agreement (each a "Control Agreement") in form and substance reasonably acceptable to the Agent, providing, among other things, for (A) the Agent to have Control over each such Deposit Account or Securities Account, as applicable (collectively, the "Blocked Accounts"), (iiB) Deposit Accounts and securities accounts the depositary bank or Securities Intermediary, as applicable, to follow the extent, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) exclusive directions of the Security Agreement, (iii) xxxxx cash accounts with an amount not to exceed $250,000 in the aggregate, and (iv) only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, (A) in the event any Loan Party acquires any Deposit Account or securities account pursuant to an Acquisition, such Loan Party shall have thirty (30) days Agent upon notice from the date of such Acquisition (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent an Account Control Agreement therefor, and (B) as to any Deposit Accounts or securities accounts held with Bank of America, N.A. on the Closing Date, such Loan Party shall have thirty (30) days from the Closing Date (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent the Account Control Agreements therefor. Holdings and the Borrower, for itself and on behalf of its Subsidiaries that are Loan Parties, hereby authorizes the Administrative Agent to deliver notices to the depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the following circumstances: (i) following the occurrence of and delivered during the continuation continuance of an Event of DefaultDefault with respect to such Blocked Accounts, without the need for any notice to or consent from any Loan Party (iiany such depositary bank executing and delivering any such control agreement, a "Controlled Depositary", and any such Securities Intermediary executing and delivering any such control agreement, a "Controlled Intermediary"). In no event shall any Grantor establish any Deposit Account (other than an Exempt Account) if or Securities Account (other than any Exempt Account) until each of the Administrative Agent reasonably believes that a requested transfer by Holdingsrequirements set forth in the preceding sentence shall have been satisfied. Whenever any Grantor shall receive any cash, the Borrower Cash Equivalents, money, checks or any Subsidiary, as applicable, is a request to transfer any funds from any account other similar items of payment relating to any other account Collateral (including any Proceeds of Holdingsany Collateral), such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into a Blocked Account (or a Exempt Account, to the Borrower extent applicable) and such amounts shall remain therein until expended in accordance with the terms of the Credit Agreement or applied to the Obligations; and until such Grantor shall deposit such cash, Cash Equivalents, money, checks or any Subsidiary that is not permitted under this Section 6.26other similar items of payment in a Blocked Account (or a Exempt Account, (iii) as otherwise agreed to in writing by Holdingsthe extent applicable), the Borrower such Grantor shall hold such cash, Cash Equivalents, money, checks or any Subsidiaryother similar items of payment in trust for the Secured Persons and as property of the Secured Persons, as applicable, and (iv) as otherwise permitted by applicable Legal Requirementseparate from the other funds of such Grantor.

Deposit Accounts; Securities Accounts. No Loan Party shallHoldings and the Borrower shall not, nor and shall it not permit any of its their respective Restricted Subsidiaries that is a Loan Party to, (a) maintain Deposit Accounts with any Person other than a Lender and which is that are not subject to Account Control Agreements, or (b) maintain securities accounts that are not subject to Account Control Agreements; provided that, the requirements of the foregoing Section 6.26(a6.23(a) [Deposit Accounts; Securities Accounts] shall not apply to (i) Deposit Accounts holding exclusively Excluded Funds (other than Cash Collateral Accounts)Funds, (ii) Deposit Accounts and securities accounts to the extent, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) [Breakage Costs] or Section 2.1(b)(vi) of the Security Agreement, (iii) xxxxx cash accounts with an amount not to exceed $250,000 in the aggregate, and (iv) only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, (A) that in the event any Loan Party acquires any Deposit Account or securities account pursuant to an Acquisition, such Loan Party shall have thirty (30y) within 120 days from after the date of such Acquisition (or such later date as either of the Administrative First Lien Agent or the Collateral Agent may agree to in its sole discretiondiscretion for the delivery of deposit account control agreements in respect thereof) Holdings and the Borrower shall deliver, or cause to deliver be delivered, to the Administrative Collateral Agent an Account Control Agreement therefor, therefor and (Bz) for so long as to any such acquired Deposit Accounts Account or securities accounts held with Bank of America, N.A. on the Closing Date, such Loan Party shall have thirty (30) days from the Closing Date (or such later date as the Administrative Agent may agree account is not subject to in its sole discretion) to deliver to the Administrative Agent the an Account Control Agreements thereforAgreement, no cash or securities 108 shall be transferred to such acquired Deposit Account or securities account. To the extent permitted under the Intercreditor Agreement, each of Holdings and the Borrower, for itself and on behalf of its Restricted Subsidiaries that are Loan Parties, hereby authorizes the Administrative Collateral Agent to deliver notices to the depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the following circumstances: (i) following the occurrence of and during the continuation of an Event of Default, (ii) if the Administrative Collateral Agent reasonably believes that a requested transfer by Holdings, the Borrower or any Restricted Subsidiary, as applicable, is a request to transfer any funds from any account to any other account of Holdings, the Borrower or any Restricted Subsidiary that is not permitted under this Section 6.266.23 [Deposit Accounts; Securities Accounts], (iii) as otherwise agreed to in writing by Holdings, the Borrower or any Restricted Subsidiary, as applicable, and (iv) as otherwise permitted required by applicable Legal Requirement.

Deposit Accounts; Securities Accounts. No Loan Party shall, nor shall it permit any of its Subsidiaries that is a Loan Party to, (a) maintain Deposit Accounts with any Person other than a Lender and which is subject to Account Control Agreements, or Within 90 days following the Closing Date (b) maintain securities accounts that are not subject to Account Control Agreements; provided thatas such date may be extended by the Administrative Agent in its sole discretion), the requirements of Borrowers and the foregoing Section 6.26(a) Subsidiary Guarantors shall not apply to (i) have provided an updated Part A and Part B of Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts holding exclusively Excluded Funds (other than Cash Collateral Accounts)and Securities Accounts that are Specified Accounts at such time, (ii) Deposit Accounts and securities accounts to the extent, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) of the Security Agreement, (iii) xxxxx cash accounts with an amount not to exceed $250,000 in the aggregate, and (iv) only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, (A) in the event any Loan Party acquires any have caused each Deposit Account or securities account pursuant Bank and each Securities Intermediary with whom a Controlled Account that is not a Residual Bank Account is maintained to an Acquisition, such Loan Party shall have thirty (30) days from the date of such Acquisition (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent an enter into a Deposit Account Control Agreement therefor, and (B) as to any Deposit Accounts or securities accounts held with Bank of America, N.A. on the Closing Date, such Loan Party shall have thirty (30) days from the Closing Date (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent the Securities Account Control Agreements therefor. Holdings and the Borrower, for itself and on behalf of its Subsidiaries that are Loan Parties, hereby authorizes the Administrative Agent to deliver notices to the depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the following circumstances: (i) following the occurrence of and during the continuation of an Event of Default, (ii) if the Administrative Agent reasonably believes that a requested transfer by Holdings, the Borrower or any Subsidiary, as applicable, is a request to transfer any funds from any account to any other account of Holdings, the Borrower or any Subsidiary that is not permitted under this Section 6.26, (iii) as otherwise agreed to in writing by Holdings, the Borrower or any SubsidiaryAgreement, as applicable, and (iviii) have deposited (and thereafter continue to deposit) in a Specified Account all cash received by them in respect of any Collateral. If, following such 90th (or later) day, any Residual Bank Account remains open, the Borrowers and the Subsidiary Guarantors shall cause each such Deposit Account Bank and each such Securities Intermediary with whom any such Residual Bank Account is maintained to enter into a Deposit Account Control Agreement or Securities Account Control Agreement, as otherwise applicable, within 30 days thereafter. Except to the extent permitted by applicable Legal Requirementthe immediately preceding two sentences, with respect to the respective periods set forth therein, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. Except as provided in Section 5.22, at no time on or after the Fourth Amendment Effective Date shall any Restricted Party (x) instruct any account debtors of such Restricted Party to remit any payments to a Specified Account of the Administrative Borrower and, to the extent that any such payments are received in a Specified Account of the Administrative Borrower, the Administrative Borrower shall transfer such amounts within 5 Business Days to a Specified Account of the Subsidiary HoldCo or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Specified Account of the Administrative Borrower.

Deposit Accounts; Securities Accounts. No Loan Party shall, nor shall it permit any of its Subsidiaries that is a Loan Party to, (a) maintain Deposit Accounts deposit accounts with any Person other than a Lender and which is subject to Account Control Agreements, or (b) maintain securities accounts that are not subject to Account Control Agreements; provided that, the requirements of the foregoing Section 6.26(a) shall not apply to (i) Deposit Accounts deposit accounts holding exclusively Excluded Funds (other than Cash Collateral Accounts), (ii) Deposit Accounts deposit accounts and securities accounts to the extent, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) of the Security Agreement, and (iii) xxxxx cash accounts with an amount not to exceed $250,000 in the aggregate, and (iv) only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, (A) in the event any Loan Party acquires any Deposit Account deposit account or securities account pursuant to an Acquisition, such Loan Party shall have thirty (30) days from the date of such Acquisition (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent an Account Control Agreement therefor, and (B) as to any Deposit Accounts deposit accounts or securities accounts held with Bank of America, N.A. on the Closing Date, such Loan Party shall have thirty (30) days from the Closing Date (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent the Account Control Agreements therefor. Holdings and the Borrower, for itself and on behalf of its Subsidiaries that are Loan Parties, hereby authorizes the Administrative Agent to deliver notices to the depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the following circumstances: (i) following the occurrence of and during the continuation of an Event of Default, (ii) if the Administrative Agent reasonably believes that a requested transfer by Holdings, the Borrower or any Subsidiary, as applicable, is a request to transfer any funds from any account to any other account of Holdings, the Borrower or any Subsidiary that is not permitted under this Section 6.26, (iii) as otherwise agreed to in writing by Holdings, the Borrower or any Subsidiary, as applicable, and (iv) as otherwise permitted by applicable Legal Requirement.

Deposit Accounts; Securities Accounts. No Loan Party shallThe Borrower shall not, nor shall it permit any of its Restricted Subsidiaries that is a Loan Party to, (a) maintain Deposit Accounts deposit accounts with any Person other than a Lender and which is subject to Account Control Agreements, or (b) maintain securities accounts that are not subject to Account Control Agreements; provided that, the requirements of the foregoing Section 6.26(a6.24(a) shall not apply to (i) Deposit Accounts holding exclusively Excluded Funds (other than Cash Collateral Accounts)escrow accounts and third party cash pledges or deposits made in the ordinary course of business, in each case, held for the benefit of an unaffiliated third party pursuant to binding contractual agreements, and (ii) Deposit Accounts and securities accounts to the extent, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) of the Security Agreement, (iii) xxxxx cash accounts with an amount not to exceed $250,000 1,000,000 in the aggregate, and (iv) only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, (A) in the event the Borrower or any Loan Party Restricted Subsidiary acquires any Deposit Account deposit account or securities account pursuant to an Acquisition, such Loan Party shall have thirty (30) days from the date of such Acquisition (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent an Account Control Agreement therefor, and (B) as to any Deposit Accounts deposit accounts or securities accounts held with Bank of America, N.A. on the Closing DateEffective Date that are not already subject to an Account Control Agreement (but including, for the avoidance, such accounts that are subject to “Control Agreements” as defined in the Existing Credit Agreement), such Loan Party shall have thirty forty-five (3045) days from the Closing Effective Date (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent the Account Control Agreements therefor. Holdings and the The Borrower, for itself and on behalf of its Restricted Subsidiaries that are Loan Parties, hereby authorizes the Administrative Agent to deliver notices to the depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the following circumstances: (i) following the occurrence of and during the continuation of an Event of Default, (ii) if the Administrative Agent reasonably believes that a requested transfer by Holdings, the Borrower or any Restricted Subsidiary, as applicable, is a request to transfer any funds from any account to any other account of Holdings, the Borrower or any Restricted Subsidiary that is not permitted under this Section 6.266.24, (iii) as otherwise agreed to in writing by Holdings, the Borrower or any Restricted Subsidiary, as applicable, and (iv) as otherwise permitted by applicable Legal Requirement.

Deposit Accounts; Securities Accounts. No Loan Party shall, nor shall it permit any of its Subsidiaries that is a Loan Party to, (a) maintain Deposit Accounts deposit accounts with any Person other than a Lender and which is subject to Account Control Agreements, or (b) maintain securities accounts that are not subject to Account Control Agreements; provided that, the requirements of the foregoing Section 6.26(a) shall not apply to (i) Deposit Accounts deposit accounts holding exclusively Excluded Funds (other than Cash Collateral Accounts), (ii) Deposit Accounts deposit accounts and securities accounts to the extent, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) of the Security Agreement, (iii) xxxxx cash accounts with an amount not to exceed $250,000 in the aggregate, and (iv) only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, (A) in the event any Loan Party acquires any Deposit Account deposit account or securities account pursuant to an Acquisition, such Loan Party shall have thirty (30) days from the date of such Acquisition (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent an Account Control Agreement therefor, and (B) as to any Deposit Accounts deposit accounts or securities accounts held with Bank of America, N.A. on the Closing Date, such Loan Party shall have thirty (30) days from the Closing Date (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent the Account Control Agreements therefor. Holdings and the Borrower, for itself and on behalf of its Subsidiaries that are Loan Parties, hereby authorizes the Administrative Agent to deliver notices to the depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the following circumstances: (i) following the occurrence of and during the continuation of an Event of Default, (ii) if the Administrative Agent reasonably believes that a requested transfer by Holdings, the Borrower or any Subsidiary, as applicable, is a request to transfer any funds from any account to any other account of Holdings, the Borrower or any Subsidiary that is not permitted under this Section 6.26, (iii) as otherwise agreed to in writing by Holdings, the Borrower or any Subsidiary, as applicable, and (iv) as otherwise permitted by applicable Legal Requirement.

Deposit Accounts; Securities Accounts. No Loan Party shall, nor shall it permit any of its Subsidiaries that is a Loan Party to, (a) maintain 8.5.1 Schedule 8.5.1 sets forth all Deposit Accounts with any Person other than a Lender and which is subject to Account Control Agreements, or (b) maintain securities accounts that are not subject to Account Control Agreements; provided that, the requirements maintained by Borrowers as of the foregoing Section 6.26(a) shall not apply to (i) Deposit Accounts holding exclusively Excluded Funds (other than Cash Collateral Accounts), (ii) Deposit Accounts and securities accounts to the extent, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) of the Security Agreement, (iii) xxxxx cash accounts with an amount not to exceed $250,000 in the aggregate, and (iv) only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, (A) in the event any Loan Party acquires any Deposit Account or securities account pursuant to an Acquisition, such Loan Party shall have thirty (30) days from the date of such Acquisition (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent an Account Control Agreement therefor, and (B) as to any Deposit Accounts or securities accounts held with Bank of America, N.A. on the Closing Date, including all Dominion Accounts. Subject to Section 10.1.11, each Borrower shall take all actions necessary to establish Lender’s control (provided Lender agrees that such Loan Party control shall have thirty be subject to the terms and conditions of the Intercreditor Agreement and, in addition, that Lender shall not exercise such control unless an Event of Default then exists) of each such Deposit Account (30other than (a) Deposit Accounts constituting Excluded Property, (b) for a period of ninety (90) days from after the Closing Date (or such later date longer period as the Administrative Agent may agree consented to by Lender, in its sole discretion), the accounts at each Existing Depositary Bank so long as the sweep instructions provided in Section 8.2.5 are being provided by the Borrowers and (c) for a period of sixty (60) days after the Closing Date (or such longer period as consented to by Lender, in its sole discretion), the deposit account maintained at JPMorgan Chase Bank, N.A., so long as such account is used solely to receive quarterly annuity payments from The Hartford Financial Services Group, Inc. or any Affiliate thereof). Each Borrower shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than Lender or ABL Lender, so long as subject to the Intercreditor Agreement) to deliver to the Administrative Agent the have control over a Deposit Account Control Agreements therefor. Holdings and the Borroweror any Property deposited therein; provided that IMS, for itself and consistent with past practice, may receive certain Payment Items on behalf of its Subsidiaries that are Loan Partiesthe Borrowers and deposit such Payment Items into a Dominion Account of a Borrower. Each Borrower shall promptly notify Lender of any opening or closing of a Deposit Account and, hereby authorizes with the Administrative Agent consent of Lender, will amend Schedule 8.5 to deliver notices to the depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the following circumstances: (i) following the occurrence of and during the continuation of an Event of Default, (ii) if the Administrative Agent reasonably believes that a requested transfer by Holdings, the Borrower or any Subsidiary, as applicable, is a request to transfer any funds from any account to any other account of Holdings, the Borrower or any Subsidiary that is not permitted under this Section 6.26, (iii) as otherwise agreed to in writing by Holdings, the Borrower or any Subsidiary, as applicable, and (iv) as otherwise permitted by applicable Legal Requirementreflect same.

Deposit Accounts; Securities Accounts. No Loan Party shall, nor shall it permit any of its Subsidiaries that is a Loan Party to, (a) maintain Deposit Accounts with any Person other than a Lender and which is subject to Account Control Agreements, or (b) maintain securities accounts that are not subject to Account Control Agreements; provided that, the requirements of the foregoing Section 6.26(a) shall not apply to (i) Deposit Accounts holding exclusively Excluded Funds (other than Cash Collateral Accounts), (ii) Schedule 8.6 sets forth all Deposit Accounts and securities accounts to the extentSecurities Accounts maintained by Borrowers and other Obligors, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) including all Dominion Accounts as of the Security Agreement, (iii) xxxxx cash accounts with an amount not to exceed $250,000 in the aggregate, and (iv) only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, (A) in the event any Loan Party acquires any Deposit Account or securities account pursuant to an Acquisition, such Loan Party shall have thirty (30) days from the date of such Acquisition (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent an Account Control Agreement therefor, and (B) as to any Deposit Accounts or securities accounts held with Bank of America, N.A. on the Closing Date. Subject to the terms of the Intercreditor Agreement, each Borrower and other Obligors shall take all actions necessary to establish Agent’s control of each such Loan Party shall have thirty (30) days from Deposit Account and Securities Account and each new Deposit Account and Securities Account opened after the Closing Date (other than (a) accounts exclusively used for payroll, withholding tax and other fiduciary deposit accounts and (b) accounts containing not more than $1,000,000 for all such accounts at any time (each an “Excluded Account” and collectively for all such accounts in clauses (a) and (b) above, the “Excluded Accounts”); provided, that, until U.S. Borrowers and the other U.S. Facility Obligors shall have satisfied the requirements of Section 8.6(b), as long as (1) such Obligors maintain a Dominion Account with Xxxxx Fargo Bank, N.A. no. 4121872774 (the “Specified Xxxxx Master Account”) and (2) funds on deposit in the Deposit Accounts set forth on Schedule 8.6(a) are swept and deposited in the Specified Xxxxx Master Account with the frequency shown for each such Deposit Account on Schedule 8.6(a), such Deposit Accounts shall not be required to be subject to Agent’s control as provided in this Section 8.6(a). One or such later date as more Obligors shall be the Administrative sole account holders of each Deposit Account and Securities Account of any Obligor and shall not allow any other Person (other than Agent may agree and, subject to in its sole discretionthe Intercreditor Agreement, the Term Loan Agent) to deliver have control over a Deposit Account or a Securities Account or any Property deposited therein. Each Borrower and each other Obligor shall promptly notify Agent of any opening or closing of a Deposit Account or a Securities Account (other than an Excluded Account). Each Borrower shall (i) request in writing and otherwise take such reasonable steps to the Administrative Agent the ensure that all Account Control Agreements therefor. Holdings Debtors forward payment directly to lockboxes and the Borrower, for itself and on behalf of its Subsidiaries that are Loan Parties, hereby authorizes the Administrative Agent to deliver notices to the depositary banks and securities intermediaries Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, and (ii) deposit or cause to be deposited promptly, and in any Account Control Agreement under event no later than the first Business Day after the date of receipt thereof (except with respect to up to $1,000,000 at any given time, the fifth Business Day after the receipt thereof), all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all ABL Priority Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. All Net Proceeds of the following circumstances: (i) following sale or other disposition of any ABL Priority Collateral, shall be deposited directly into the occurrence of and during the continuation of an Event of Default, (ii) if the Administrative Agent reasonably believes that a requested transfer by Holdings, the Borrower or any Subsidiary, as applicable, is a request to transfer any funds from any account to any other account of Holdings, the Borrower or any Subsidiary that is not permitted under this Section 6.26, (iii) as otherwise agreed to in writing by Holdings, the Borrower or any Subsidiary, as applicable, and (iv) as otherwise permitted by applicable Legal RequirementDominion Accounts.

Deposit Accounts; Securities Accounts. No Loan Party shall, nor shall it permit any of its Subsidiaries that is a Loan Party to, (a) maintain Deposit Accounts with any Person other than a Lender and which is subject to Account Control Agreements, or Within 120 days following the Closing Date (b) maintain securities accounts that are not subject to Account Control Agreements; provided thatas such date may be extended by the Administrative Agent in its sole discretion), the requirements of Borrowers and the foregoing Section 6.26(a) Subsidiary Guarantors shall not apply to (i) have established a cash management arrangement of a type and on terms satisfactory to the Administrative Agent in its Permitted Discretion (including the establishment of a new Deposit Account, which shall serve as the Specified Disbursement Account), and have provided an updated Schedule 3.27, reflecting a true, correct and complete list of their respective Deposit Accounts holding exclusively Excluded Funds (other than Cash Collateral Accounts)and Securities Accounts that are Specified ABL Accounts at such time, (ii) Deposit Accounts and securities accounts to the extent, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) of the Security Agreement, (iii) xxxxx cash accounts with an amount not to exceed $250,000 in the aggregate, and (iv) only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, (A) in the event any Loan Party acquires any have caused each Deposit Account or securities account pursuant Bank and each Securities Intermediary with whom a Controlled Account that is not a Residual Bank Account is maintained to an Acquisition, such Loan Party shall have thirty (30) days from the date of such Acquisition (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent an enter into a Deposit Account Control Agreement therefor, and (B) as to any Deposit Accounts or securities accounts held with Bank of America, N.A. on the Closing Date, such Loan Party shall have thirty (30) days from the Closing Date (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent the Securities Account Control Agreements therefor. Holdings and the Borrower, for itself and on behalf of its Subsidiaries that are Loan Parties, hereby authorizes the Administrative Agent to deliver notices to the depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the following circumstances: (i) following the occurrence of and during the continuation of an Event of Default, (ii) if the Administrative Agent reasonably believes that a requested transfer by Holdings, the Borrower or any Subsidiary, as applicable, is a request to transfer any funds from any account to any other account of Holdings, the Borrower or any Subsidiary that is not permitted under this Section 6.26, (iii) as otherwise agreed to in writing by Holdings, the Borrower or any SubsidiaryAgreement, as applicable, and (iviii) have deposited (and thereafter continue to deposit) in a Specified ABL Account all cash (including all Collections) received by them in respect of any ABL Priority Collateral. If, following such 120th (or later) day, any Residual Bank Account remains open, the Borrowers and the Subsidiary Guarantors shall cause each Deposit Account Bank and each Securities Intermediary with whom any such Residual Bank Account is maintained to enter into a Deposit Account Control Agreement or Securities Account Control Agreement, as otherwise applicable, within 30 days thereafter. Except to the extent permitted by applicable Legal Requirementthe immediately preceding two sentences with respect to the respective periods set forth therein, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified ABL Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified ABL Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars to the appropriate Specified ABL Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified ABL Account.

Deposit Accounts; Securities Accounts. No Loan Party shall, nor shall it permit any of its Subsidiaries that is a Loan Party to, (a) maintain Deposit Accounts with any Person other than a Lender and which is subject to Account Control Agreements, or Within 90 days following the Closing Date (b) maintain securities accounts that are not subject to Account Control Agreements; provided thatas such date may be extended by the Administrative Agent in its sole discretion), the requirements of Borrowers and the foregoing Section 6.26(a) Subsidiary Guarantors shall not apply to (i) have provided an updated Part A and Part B of Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts holding exclusively and Securities Accounts that are Specified Accounts and Excluded Funds (other than Cash Collateral Accounts)Accounts at such time, (ii) Deposit Accounts and securities accounts to the extent, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) of the Security Agreement, (iii) xxxxx cash accounts with an amount not to exceed $250,000 in the aggregate, and (iv) only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, (A) in the event any Loan Party acquires any have caused each Deposit Account or securities account pursuant Bank and each Securities Intermediary with whom a Controlled Account is maintained to an Acquisition, such Loan Party shall have thirty (30) days from the date of such Acquisition (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent an enter into a Deposit Account Control Agreement therefor, and (B) as to any Deposit Accounts or securities accounts held with Bank of America, N.A. on the Closing Date, such Loan Party shall have thirty (30) days from the Closing Date (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent the Securities Account Control Agreements therefor. Holdings and the Borrower, for itself and on behalf of its Subsidiaries that are Loan Parties, hereby authorizes the Administrative Agent to deliver notices to the depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the following circumstances: (i) following the occurrence of and during the continuation of an Event of Default, (ii) if the Administrative Agent reasonably believes that a requested transfer by Holdings, the Borrower or any Subsidiary, as applicable, is a request to transfer any funds from any account to any other account of Holdings, the Borrower or any Subsidiary that is not permitted under this Section 6.26, (iii) as otherwise agreed to in writing by Holdings, the Borrower or any SubsidiaryAgreement, as applicable, and (iviii) as otherwise have deposited (and thereafter continue to deposit) in a Specified Account all cash received by them in respect of any Collateral. Except to the extent permitted by applicable Legal Requirementthe immediately preceding sentence, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of Holdings.

Deposit Accounts; Securities Accounts. No Loan Party shall, nor shall it permit any of its Subsidiaries that is a Loan Party to, (a) maintain Deposit Accounts with any Person other than a Lender and which is subject to Account Control Agreements, or Within 90 days following the Closing Date (b) maintain securities accounts that are not subject to Account Control Agreements; provided thatas such date may be extended by the Administrative Agent in its sole discretion), the requirements of Borrowers and the foregoing Section 6.26(a) Subsidiary Guarantors shall not apply to (i) have provided an updated Part A and Part B of Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts holding exclusively and Securities Accounts that are Specified Accounts and Excluded Funds (other than Cash Collateral Accounts)Accounts at such time, (ii) Deposit Accounts and securities accounts to the extent, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) of the Security Agreement, (iii) xxxxx cash accounts with an amount not to exceed $250,000 in the aggregate, and (iv) only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, (A) in the event any Loan Party acquires any have caused each Deposit Account or securities account pursuant Bank and each Securities Intermediary with whom a Controlled Account is maintained to an Acquisition, such Loan Party shall have thirty (30) days from the date of such Acquisition (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent an enter into a Deposit Account Control Agreement therefor, and (B) as to any Deposit Accounts or securities accounts held with Bank of America, N.A. on the Closing Date, such Loan Party shall have thirty (30) days from the Closing Date (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent the Securities Account Control Agreements therefor. Holdings and the Borrower, for itself and on behalf of its Subsidiaries that are Loan Parties, hereby authorizes the Administrative Agent to deliver notices to the depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the following circumstances: (i) following the occurrence of and during the continuation of an Event of Default, (ii) if the Administrative Agent reasonably believes that a requested transfer by Holdings, the Borrower or any Subsidiary, as applicable, is a request to transfer any funds from any account to any other account of Holdings, the Borrower or any Subsidiary that is not permitted under this Section 6.26, (iii) as otherwise agreed to in writing by Holdings, the Borrower or any SubsidiaryAgreement, as applicable, and (iviii) as otherwise have deposited (and thereafter continue to deposit) in a Specified Account all cash received by them in respect of any Collateral. Except to the extent permitted by applicable Legal Requirement.the immediately preceding sentence, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of Holdings. 137