Common use of Deposit Accounts Clause in Contracts

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those accounts listed in Schedule 11 to the Perfection Certificate. The Administrative Agent has a security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 14 to the Perfection Certificate. The Administrative Within 45 days after the Closing Date (or such longer period as the Collateral Agent has may agree in its sole discretion), the Collateral Agent shall have a first priority security interest in each such Deposit Account Account, which security interest is perfected by Control (other than except for those Deposit Accounts (the “Excluded Deposit Accounts”) (i) for which Control is prohibited by Governmental Authority so long as the balance of each such Deposit Account is swept daily to a Deposit Account subject to the Collateral Agent’s Control, (ii) the available balance of which is swept daily to a Deposit Account subject to the Collateral Agent’s Control or (iii) the balance of which is not swept daily to a Deposit Account subject to the Collateral Agent’s Control and which, in the aggregate, contain no more than 15% of total cash of Borrower and its Subsidiaries at any time), which security interest, when required by Section 6.17 . No Pledgor shall change the instructions directing the daily sweep of amounts in the Credit Agreement, will be perfected by Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. No Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Administrative Collateral Agent 10 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (23) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Pledgor shall hereafter establish and maintain an Excluded Deposit Account referenced in clause (i) or (ii) of the definition thereof unless such Pledgor shall have issued sweep instructions directing the bank to sweep funds from the Excluded Deposit Account to a Deposit Account subject to the Collateral Agent’s Control. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice . The provisions of this Section 3.4(b) shall have been given by the Administrative Agent not apply to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit LC Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the Notes written consent of the Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 13 to the Perfection Certificate. The Assuming the due execution of Deposit Account Control Agreements, the Administrative Agent has a first priority security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interestinterest is perfected by Control. Each Pledgor shall establish and maintain one or more Deposit Accounts into which such Pledgor shall promptly deposit, when required by Section 6.17 and shall direct each Fiscal Intermediary or other Third Party Payor, in accordance with applicable law, including, without limitation, the Medicare and Medicaid regulations, to directly remit, all payments in respect of any Medicare Accounts or Medicaid Accounts (the “Medicare and Medicaid Accounts”). Such Medicare and Medicaid Accounts shall be under the sole control of the Credit Agreementapplicable Pledgor; provided that, will be perfected except with respect to the SunTrust Deposit Accounts, on each Business Day the Pledgors shall remit, or authorize, direct and instruct the depository banks at which such separate deposit accounts are maintained to remit, by federal funds wire transfer all funds received or deposited into such deposit accounts (to the extent such funds are available funds) to one of the Deposit Accounts subject to the Administrative Agent’s Control. Upon request of the Administrative Agent, the applicable Pledgor shall remit all available funds from each SunTrust Deposit Account by federal funds wire transfer to a Deposit Account subject to the Administrative Agent’s Control. No Pledgor shall hereafter establish and maintain any Deposit Account (other than Excluded Accounts) unless (1) it shall have given the Administrative Agent 10 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Administrative Agent and (23) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account (other than Excluded Accounts) or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account (other than Excluded Accounts) unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. (i) As of the date hereof, no each Pledgor has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 16 annexed to the Perfection Certificate. The Certificate (the “Existing Accounts”) and (ii) upon entering into a valid Control Agreement with respect to the Deposit Accounts listed on Schedule 16 annexed to the Perfection Certificate denoted as the Controlled Accounts, the Administrative Agent has will have a perfected first priority security interest in each such Deposit Account Controlled Accounts by Control. Each Pledgor agrees that it shall (i) deposit all amounts collected in the ordinary course of its business into the Existing Accounts, (ii) sweep all such amounts (other than Excluded amounts up to the Maximum Amount) into a Controlled Account every day and (iii) maintain and operate the Controlled Accounts and no other Deposit Accounts), which security interest, when required by Section 6.17 Account serving the function of the Credit Agreement, will be perfected by ControlControlled Accounts into which amounts collected in the ordinary course of business are swept. No Pledgor shall hereafter establish and maintain any Deposit Account with respect to which such Pledgor may be required to enter into a Control Agreement under the Credit Agreement unless (1) it the applicable Pledgor shall have given the Administrative Agent 10 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and Bank, (2) such Bank shall be reasonably acceptable to the Administrative Agent and (3) such Bank and such Pledgor Pledgor, upon the Administrative Agent’s reasonable request, shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement (or an amendment to an existing Deposit Account Control Agreement) with respect to such Deposit Account. Each Pledgor agrees that at the time it establishes any additional Deposit Accounts, upon the Administrative Agent’s reasonable request, it shall enter into a duly authorized, executed and delivered Deposit Account Control Agreement (or an amendment to an existing Deposit Account Control Agreement) with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice . The provisions of this Section 3.4(b) shall have been given by not apply to the Collateral Account or to any other Deposit Accounts for which the Administrative Agent to is the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountBank. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Deposit Account. From and after the date hereof, no Pledgor has Grantor shall establish or maintain any Deposit Accounts other than Excluded Deposit Accounts and those accounts listed in Schedule 11 to the Perfection Certificate. The Administrative Agent has a security interest in each such Deposit Account (other than Excluded (i) any payroll or benefits account so long as such payroll account is a zero balance account, (ii) any withholding tax or other trust or fiduciary account, and (iii) other Deposit Accounts so long as the aggregate amount deposited in all such Deposit Accounts, together with the aggregate value of Investment Property, Commodity Contracts and other property standing to the credit of Securities Accounts and Commodity Accounts with respect to which no Control Agreement has been delivered pursuant to subsection (c) below, does not exceed $50,000 (each, an “Excluded Account” and collectively, the “Excluded Accounts”)) unless, which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) other than, in the case of this clause (1) only, with respect to Deposit Accounts maintained on the Closing Date and disclosed in the Perfection Certificate delivered on the Closing date, it shall have given the Administrative Collateral Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor Grantor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Collateral Agent agrees with each Pledgor Grantor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor Grantor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice . The provisions of this Section 5.11(b) shall have been given by the Administrative Agent not apply to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to for which the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountCollateral Agent is the bank. No Pledgor Grantor shall grant (or permit the granting of) Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 16 annexed to the Perfection Certificate. The Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made) and (ii) the Administrative Agent has a perfected first priority security interest in each Deposit Account listed in Schedule 16 annexed to the Perfection Certificate by Control to the extent a fully executed Deposit Account Control Agreement is in effect covering such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by ControlAccount. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Administrative Agent 10 30 days’ ' prior written notice of its intention to establish such new Deposit Account with a Bank and Bank, (2) such Bank shall be reasonably acceptable to the Administrative Agent and (3) if requested by the Administrative Agent, such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. Each Pledgor agrees that, with respect to each Deposit Account in existence on the date hereof and at the time it establishes any additional Deposit Accounts, it shall (to the extent requested by the Administrative Agent) enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice . The provisions of this Section 3.4(b) shall have been given by not apply to the Collateral Account or any other Deposit Account for which the Administrative Agent to is the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountBank. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 14 to the Perfection Certificate. The Administrative Collateral Agent has a first priority security interest in each such Deposit Account Account, which security interest shall (other than with respect to Excluded Deposit Accounts), which security interest, when required by Section 6.17 of Accounts and subject to the Credit Agreement, will Intercreditor Agreement ) be perfected by ControlControl before the day that is ninety (90) calendar days after the occurrence of the Closing Date (or such later time as the Collateral Agent may in its discretion agree). No Pledgor shall hereafter establish and maintain any Deposit Account (other than Excluded Deposit Accounts) unless (1) it shall have given the Administrative Collateral Agent 10 days’ 30 days prior written notice (or such lesser notice period as the Collateral Agent may agree to in its discretion) of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account; provided that, in the case of any Deposit Account (other than Excluded Deposit Accounts) acquired by any Pledgor pursuant to a Permitted Acquisition, the security interest of the Collateral Agent therein shall not be required to be perfected by Control before the day that is ninety (90) calendar days after the date of the consummation of such Permitted Acquisition (or such later time as the Collateral Agent may in its discretion agree). The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event except in accordance with Section 2.21(c) of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rightsABL Credit Agreement. Each Pledgor agrees that once the Administrative Collateral Agent sends an instruction or notice to a Bank in accordance with Section 2.21(c) of the ABL Credit Agreement exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account Account, including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than (x) the Administrative Collateral Agent and (y) any “Agent” party to the Notes Collateral AgentIntercreditor Agreement (as such term is defined in the Intercreditor Agreement ).

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those accounts listed in Schedule 11 to the Perfection Certificate. The Administrative Agent has a security interest in For each such Deposit Account (other than Excluded Deposit Accounts)that any Pledgor at any time opens or maintains, which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor shall have duly executed promptly notify the Collateral Agent thereof and delivered either (A) pursuant to the Administrative Agent a Deposit Account Control Agreement cause the applicable depository Bank to agree to comply at any time with respect instructions from the Collateral Agent to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions Bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Pledgor or any other person, or (B) arrange for the Collateral Agent to become the customer of the applicable depository Bank with respect to the Deposit Account, with the Pledgor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent. As of the date hereof, such Pledgor maintains no Deposit Accounts other than (A) those set forth in Schedule 15 to the Perfection Certificate or (B) those for which the applicable Pledgor has provided notice thereof to Collateral Agent pursuant to the preceding sentence. Each such Deposit Account is subject to a Control Agreement which is in full force and effect. The Collateral Agent agrees with each Pledgor that (x) the Collateral Agent shall not give any such instructions directing the disposition of funds, issue a notice of sole control or any similar instructions or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account Pledgor, unless an Event of Default has occurred and is continuing, continuing or after giving effect to any withdrawal that would occur and (y) the Collateral Agent shall promptly deliver notice shall have been given by the Administrative Agent to the Borrower applicable depository Bank rescinding any notice of its intent sole control or any similar instructions at such time as an Event of Default is no longer continuing. The provisions of this Section 3.04(b) shall not apply to exercise such rightsthe Collateral Account or to any other Deposit Accounts for which the Collateral Agent is the depository or as set forth in clause (ii) below. Each Pledgor agrees that once the Administrative The Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with shall deliver a copy of any notice of sole control or similar instructions to the applicable Pledgor simultaneously with the delivery of such instruction or notice to the Borrower) applicable depository Bank; provided that failure to deliver such Pledgor notice shall not give any instructions limit the Collateral Agent's right to take such action or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer the validity of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agentaction.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 14 to the Perfection Certificate. The Administrative Collateral Agent has a security interest in each such Deposit Account (other than Excluded Deposit Accounts)Account, which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account (other than Excluded Deposit Accounts) unless (1) it shall have given the Administrative Collateral Agent 10 days’ 30 days prior written notice (or such lesser notice period as the Collateral Agent may agree to in its discretion) of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an a Specified Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that that, upon the occurrence and during the continuance of any Specified Event of Default, once the Administrative Collateral Agent sends an instruction or notice to a Bank exercising its Control control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account Account, including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account authorize or instruct a Bank to comply with instructions originated by any person other than the Administrative Collateral Agent and directing disposition of the Notes Collateral Agentfunds in any Deposit Account without further consent by such Pledgor.

Deposit Accounts. As Each Pledgor hereby represents and warrants that (i) as of the date hereof, no each Pledgor has neither opened nor maintains any Deposit Accounts in which the Pledgors maintain an average daily balance in excess of $100,000, individually or in the aggregate, other than Excluded Deposit Accounts and those the accounts listed in on Schedule 11 16 to the Perfection Certificate. The Administrative Agent has , (ii) as of the date hereof, each applicable Pledgor and the relevant Bank(s) have executed and delivered a security interest in each such Deposit Account Control Agreement with respect to each of the Deposit Accounts (other than Excluded Accounts) listed on Schedule 16 to the Perfection Certificate or the Pledgors have closed such accounts, and (iii) the Collateral Agent has a valid, enforceable, perfected first priority security interest (subject to Permitted Collateral Liens) in such Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected Accounts by Control. No Pledgor shall hereafter establish and maintain any Deposit Account (other than any Excluded Account) in which the Pledgors customarily maintain in excess of $100,000, individually or in the aggregate, unless (1) it the applicable Pledgor shall have given the Administrative Collateral Agent 10 daysfive Business Days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (23) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement (or an amendment to an existing Deposit Account Control Agreement) with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuingcontinuing or, and notice shall have been given by the Administrative Agent after giving effect to the Borrower any withdrawal, would occur. The provisions of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accountsthis Section 3.4(b) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give apply to any instructions Excluded Accounts or orders with respect to such any other Deposit Account including, without limitation, instructions Accounts for distribution or transfer of any funds in such Deposit Accountwhich the Collateral Agent is the Bank. No Pledgor has granted or shall grant Control of any Deposit Account (including any Excluded Account) to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 16 annexed to the Perfection Certificate. The Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made) and (ii) the Administrative Agent has a perfected third priority security interest in each Deposit Account listed in Schedule 16 annexed to the Perfection Certificate by Control to the extent a fully executed Deposit Account Control Agreement is in effect covering such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by ControlAccount. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Administrative Agent 10 30 days’ ' prior written notice of its intention to establish such new Deposit Account with a Bank and Bank, (2) such Bank shall be reasonably acceptable to the Administrative Agent and (3) if requested by the Administrative Agent, such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. Each Pledgor agrees that, with respect to each Deposit Account in existence on the date hereof and at the time it establishes any additional Deposit Accounts it shall (to the extent requested by the Administrative Agent) enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing. The provisions of this Section 3.4(b) shall not apply to the Collateral Account, and notice shall have been given by or any other Deposit Account for which the Administrative Agent to is the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountBank. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has hereof (i) it does not maintain any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 15 annexed to the Perfection Certificate. The Certificate and (ii) to the extent required by the Credit Agreement, the Administrative Agent has Agent, upon execution and delivery of a Deposit Account Control Agreement by the Pledgor of the Deposit Account and the financial institution holding such Deposit Account, will have a perfected first priority security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of listed in Schedule 15 annexed to the Credit Agreement, will be perfected Perfection Certificate by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Administrative Agent 10 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and Bank, (2) such Bank shall be reasonably acceptable to the Administrative Agent and (3) to the extent required by the Credit Agreement, such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit AccountAccount substantially in the form of Exhibit 5-A or Exhibit 5-B annexed hereto or such other form acceptable to the Administrative Agent. The No Pledgor shall grant Control of any Deposit Account to any Person other than the Administrative Agent. With respect to any Deposit Account for which the applicable Deposit Account Control Agreement provides that the depository institution may accept instructions from the applicable Pledgor unless and until the Administrative Agent otherwise notifies the depository institution, the Administrative Agent agrees with each Pledgor that the Administrative Agent it shall deliver such notice only if a Default or Event of Default has occurred and is continuing and that it shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an a Default or Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 14 to the Perfection Certificate. The Administrative Collateral Agent has a First Priority security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interestinterest is (or, when required by Section 6.17 of with respect to any such Deposit Accounts identified on Schedule 5.16 to the Credit Agreement, after completion of the actions with respect to such Deposit Accounts specified on such Schedule, will be be) perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Administrative Collateral Agent 10 30 days’ (or such shorter period as may be determined by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (23) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit AccountAccount (other than Excluded Deposit Accounts). The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an a Cash Dominion Trigger Event of Default has occurred and is continuing, and notice no subsequent Cash Dominion Recovery Event has occurred. The two immediately preceding sentences shall have been given by the Administrative Agent not apply to the Borrower of its intent LC Account or to exercise such rights. Each Pledgor agrees that once any other Deposit Accounts for which the Administrative Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to is the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountBank. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Collateral Agent and and, subject to the Notes Collateral Agentterms of the Intercreditor Agreement, Term Loan Agents.

Deposit Accounts. As of the date hereof, no Each Pledgor (i) has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 17 annexed to the Perfection Certificate. The Administrative Certificate and, (ii) except as the Collateral Agent may otherwise agree, the Collateral Agent has a perfected first priority security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of listed in Schedule 17 annexed to the Credit Agreement, will be perfected Perfection Certificate by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Administrative Collateral Agent 10 30 days’ ' prior written notice (or such lesser notice period as the Collateral Agent may agree to) of its intention to establish such new Deposit Account with a Bank and Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) except as the Collateral Agent may otherwise agree, such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit AccountAccount for use in the applicable provincial jurisdiction where the Bank maintaining the Deposit Account is located. Each Pledgor agrees that at the time it establishes any additional Deposit Accounts it shall, except as the Collateral Agent may otherwise agree, enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to such Deposit Account for use in the applicable provincial jurisdiction where the Bank maintaining the such additional Deposit Account is located. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited pursuant to any Deposit Account Control Agreement or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuingcontinuing (except, and notice shall have been given by if the Administrative Collateral Agent is the Bank, the Collateral Agent may take such actions pursuant to the Borrower operating agreement(s) governing such Deposit Account). The provisions of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accountsthis Section 3.4(b) (with a copy of such instruction or notice shall not apply to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Collateral Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent. Notwithstanding the foregoing, each applicable Pledgor shall, and shall cause each of its Subsidiaries to, as expeditiously as possible, but in no event later than the 60th day following the Closing Date (unless the Administrative Agent, in its sole discretion, shall agree to a later date), to the extent required under this subsection 3.4(b), unless the Collateral Agent shall otherwise agree, endorse, execute and deliver, or cause to be endorsed, executed and delivered, as applicable, all other certificates, agreements (including Deposit Account Control Agreements), or instruments necessary to perfect the Collateral Agent's security interest in each Deposit Account listed, as of the date hereof, on Schedule 17 annexed to the Perfection Certificate, together with all consents from all banks and other financial institutions in which such Deposit Account is located.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 14 to the Perfection Certificate. The Administrative With respect to each such Deposit Account, as of the date hereof, the applicable Deposit Account Control Agreement listed on Schedule 14 to the Perfection Certificate has been executed and delivered and the Collateral Agent has a First Priority security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interestinterest is (or, when required by Section 6.17 of with respect to any such Deposit Accounts identified on Schedule 5.15 to the Credit Agreement, after completion of the actions with respect to such Deposit Accounts specified on such Schedule, will be be) perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit AccountAccount (other than Excluded Deposit Accounts and Deposit Accounts constituting Excluded Collateral). The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an a Cash Dominion Trigger Event of Default has occurred and is continuing, and notice no subsequent Cash Dominion Recovery Event has occurred. The two immediately preceding sentences shall have been given by the Administrative Agent not apply to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to Accounts for which the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountCollateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account that is not an Excluded Deposit Account to any person other than (i) the Administrative Collateral Agent, (ii) subject to the terms of the Intercreditor Agreement, the Term Loan Collateral Agent and (iii) in respect of any Deposit Account that holds only deposits posted by customers described in clause (j) of the Notes Collateral Agentdefinition of Excluded Collateral, such customers.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those accounts listed in Schedule 11 to the Perfection Certificate. The Administrative Agent has a security interest in For each such Deposit Account (other than Excluded Deposit Accounts)that any Pledgor at any time opens or maintains, which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor shall have duly executed promptly notify the Collateral Agent thereof and delivered either (A) pursuant to the Administrative Agent a Deposit Account Control Agreement cause the applicable depository Bank to agree to comply at any time with respect instructions from the Collateral Agent to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions Bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Pledgor or any other person, or (B) arrange for the Collateral Agent to become the customer of the applicable depository Bank with respect to the Deposit Account, with the Pledgor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent. As of the date hereof, such Pledgor maintains no Deposit Accounts other than (A) those set forth in Schedule 13 to the Perfection Certificate or (B) those for which the applicable Pledgor has provided notice thereof to Collateral Agent pursuant to the preceding sentence. Each such Deposit Account is subject to a Control Agreement which is in full force and effect. The Collateral Agent agrees with each Pledgor that (x) the Collateral Agent shall not give any such instructions directing the disposition of funds, issue a notice of sole control or any similar instructions or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account Pledgor, unless an Event of Default has occurred and is continuing, continuing or after giving effect to any withdrawal that would occur and (y) the Collateral Agent shall promptly deliver notice shall have been given by the Administrative Agent to the Borrower applicable depository Bank rescinding any notice of its intent sole control or any similar instructions at such time as an Event of Default is no longer continuing. The provisions of this Section 3.04(b) shall not apply to exercise such rightsthe Collateral Account or to any other Deposit Accounts for which the Collateral Agent is the depository or as set forth in clause (ii) below. Each Pledgor agrees that once the Administrative The Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with shall deliver a copy of any notice of sole control or similar instructions to the applicable Pledgor simultaneously with the delivery of such instruction or notice to the Borrower) applicable depository Bank; provided that failure to deliver such Pledgor notice shall not give any instructions limit the Collateral Agent’s right to take such action or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer the validity of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agentaction.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 14 to the Perfection Certificate. The Administrative Agent, upon execution of a Deposit Account Control Agreement by such Pledgor, the applicable Bank and the Administrative Agent has (but in any event within sixty (60) days after the date hereof or such longer period as may be agreed to in writing by the Administrative Agent in its reasonable discretion), will have a perfected first priority security interest (subject only to Permitted Liens) in each such Deposit Account (other than Excluded Deposit Accounts)Account, which security interest, when required by Section 6.17 of the Credit Agreement, will be interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account (other than an Excluded Account) unless (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent (within ten (10) days after the date of establishment thereof, or after the date on which such Deposit Account ceases to be an Excluded Account, as the case may be, or such longer period as may be agreed to in writing by the Administrative Agent in its sole discretion) a Deposit Account Control Agreement with respect to such Deposit AccountAccount or the Administrative Agent agrees in writing in its sole discretion that such Deposit Account Control Agreement shall not be required. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not (i) give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless or (ii) deliver a “notice of sole control” with respect to any Deposit Account unless, in each case, an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent Agent, after the occurrence and during the continuation of an Event of Default, sends an instruction or notice to a Bank (with a copy to the applicable Pledgor) exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) Account, such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account, and the Administrative Agent agrees that promptly after such Event of Default shall have ceased to exist in accordance with the terms of the Credit Agreement, the Administrative Agent shall, upon written notice from Pledgor requesting the same, deliver written notice to the Bank rescinding the applicable instruction or notice, at which point the Pledgor’s right to give any instructions or orders with respect to such Deposit Account shall be reinstated. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent. The provisions of this Section 3.4(b) shall not apply to any Excluded Accounts.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 13 to the Perfection Certificate. The Upon execution and delivery of Deposit Account Control Agreements pursuant to Schedule 6.20 of the Credit Agreement, the Administrative Agent has shall have a first priority security interest in each such Deposit Account (other than Excluded Deposit Accounts)Account, which security interest, when required by Section 6.17 of the Credit Agreement, interest will be perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish such new other than an Excluded Deposit Account with a Bank or any Deposit Account which is established and maintained solely for the purpose of holding assets constituting Excluded Collateral set forth in clause (2x) such Bank and such Pledgor shall have duly executed and delivered to or (xi) of the Administrative Agent definition thereof) unless a Deposit Account Control Agreement with respect to such Deposit AccountAccount shall have been executed and delivered to the Administrative Agent. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent Agent. Notwithstanding the foregoing, no Deposit Account Control Agreement shall be required with respect to (i) Deposit Accounts for which the amount on deposit in such Deposit Accounts does not exceed $2 million in the aggregate for all such Deposit Accounts, (ii) Deposit Accounts which are established solely for the purpose of funding payroll and the Notes Collateral Agentother compensation and benefits to employees or (iii) zero-balance accounts (collectively, “Excluded Deposit Accounts”).

Deposit Accounts. As of the date hereof, no Pledgor has hereof (i) it does not maintain any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 15 annexed to the Perfection Certificate. The Certificate and (ii) with respect to each Deposit Account in which the Revolving Credit Agent has, or upon execution and delivery of a Deposit Account Control Agreement by the Pledgor of the Deposit Account and the financial institution holding such Deposit Account, will have a perfected first priority security interest by Control, the Administrative Agent has or will have a perfected second priority security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by Control. No After the payment in full of the Revolving Credit Indebtedness and the termination of the Revolving Credit Documents, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Administrative Agent 10 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and Bank, (2) such Bank shall be reasonably acceptable to the Administrative Agent and (3) to the extent required by the Credit Agreement, such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit AccountAccount substantially in the form of Exhibit 5 annexed hereto or such other form acceptable to the Administrative Agent. The No Pledgor shall grant Control of any Deposit Account to any Person other than the Administrative Agent or the Revolving Credit Agent. With respect to any Deposit Account for which the applicable Deposit Account Control Agreement provides that the depository institution may accept instructions from the applicable Pledgor unless and until the Administrative Agent otherwise notifies the depository institution, the Administrative Agent agrees with each Pledgor that the Administrative Agent it shall deliver such notice only if a Default or Event of Default has occurred and is continuing and that it shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an a Default or Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Such Pledgor has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 17 annexed to the Perfection Certificate. The Administrative Certificate and, (ii) except as the Collateral Agent may otherwise agree, the Collateral Agent has a perfected first priority security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of listed in Schedule 17 annexed to the Credit Agreement, will be perfected Perfection Certificate by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Administrative Collateral Agent 10 30 days’ ' prior written notice (or such lesser notice period as the Collateral Agent may agree to) of its intention to establish such new Deposit Account with a Bank and Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and, (3) except as the Collateral Agent may otherwise agree, such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit AccountAccount substantially in the form of Exhibit 5 annexed hereto or reasonably satisfactory to the Collateral Agent. Each Pledgor agrees that at the time it establishes any additional Deposit Accounts it shall, except as the Collateral Agent may otherwise agree, enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to such Deposit Account substantially in the form of Exhibit 5 annexed hereto or reasonably satisfactory to the Collateral Agent. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited pursuant to any Deposit Account Control Agreement or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuingcontinuing (except, and notice shall have been given by if the Administrative Collateral Agent is the Bank, the Collateral Agent may take such actions pursuant to the Borrower operating agreement(s) governing such Deposit Account). The provisions of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accountsthis Section 3.4(b) (with a copy of such instruction or notice shall not apply to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Collateral Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent. Notwithstanding the foregoing, each applicable Pledgor shall, and shall cause each of its Subsidiaries to, as expeditiously as possible, but in no event later than the 60th day following the Closing Date (unless the Administrative Agent, in its sole discretion, shall agree to a later date), to the extent required under this subsection 3.4(b) unless the Collateral Agent shall otherwise agree, endorse, execute and deliver, or cause to be endorsed, executed and delivered, as applicable, all other certificates, agreements (including Control Agreements), or instruments necessary to perfect the Collateral Agent's security interest in each Deposit Account listed, as of the date hereof, on Schedule 17 annexed to the Perfection Certificate, together with all consents from all banks and other financial institutions in which such Deposit Account is located.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 13 to the Perfection Certificate. The Administrative Agent has a perfected security interest in each such Deposit Account (other than any Excluded Deposit AccountsAccount), which security interest, when required by Section 6.17 of the Credit Agreement, will be interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account (other than any Excluded Account) unless (1) it shall have given the Administrative Agent 10 ten (10) days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Administrative Agent and (23) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to each such Deposit Account concurrently with the establishment of such Deposit Account, provided that, for purposes of administrative convenience, the Administrative Agent may in its reasonable discretion, permit the Pledgors from time to time to maintain one or more Deposit Accounts with one or more financial institutions and with such maximum cash balances as the Administrative Agent deems appropriate, and for which a Deposit Account Control Agreement will not be required. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 13 to the Perfection Certificate to the extent required to be so listed pursuant to the Perfection Certificate. The Administrative Agent, upon execution of a Deposit Account Control Agreement by such Pledgor, the applicable Bank and the Administrative Agent has (but in any event within ninety (90) days after the date hereof or such longer period as may be agreed to in writing by the Administrative Agent in its reasonable discretion), will have a perfected first priority security interest (subject only to Permitted Liens) in each such Deposit Account (other than Excluded Deposit Accounts)Account, which security interest, when required by Section 6.17 of the Credit Agreement, will be interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account (other than an Excluded Account) unless (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent (within thirty (30) days after the date of establishment thereof, or after the date on which such Deposit Account ceases to be an Excluded Account, as the case may be, or such longer period as may be agreed to in writing by the Administrative Agent in its sole discretion) a Deposit Account Control Agreement with respect to such Deposit AccountAccount or the Administrative Agent agrees in writing in its sole discretion that such Deposit Account Control Agreement shall not be required. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not (i) give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless or (ii) deliver a “notice of sole control” with respect to any Deposit Account unless, in each case, an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent Agent, after the occurrence and during the continuation of an Event of Default, sends an instruction or notice to a Bank (with a copy to the applicable Pledgor) exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) Account, such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account, and the Administrative Agent agrees that promptly after such Event of Default shall have ceased to exist in accordance with the terms of the Credit Agreement, the Administrative Agent shall, upon written notice from Pledgor requesting the same, deliver written notice to the Bank rescinding the applicable instruction or notice, at which point the Pledgor’s right to give any instructions or orders with respect to such Deposit Account shall be reinstated. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent, who shall also act on behalf of holders of Permitted Additional First Lien Debt. The provisions of this Section 3.4(b) shall not apply to any Excluded Accounts.

Deposit Accounts. As of the date hereof, no Pledgor Grantor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 to the Perfection Certificate. The Administrative Agent has a security interest in each such Deposit Account (other than Excluded Deposit Accounts)6, which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by Control. No Pledgor and no Grantor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Administrative Agent 10 30 days’ prior written notice of its it intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor Account. Each Grantor shall have duly executed and delivered to the Administrative Agent enter into a Deposit Account Control Agreement with respect to each such Deposit Account (other than an Excluded Account) within 90 days of the Closing Date with respect to such Deposit Accounts set forth on Schedule 6 or the date of establishing a new Deposit Account (or such later dates acceptable to the Agent in its discretion); provided, that a Control Agreement shall not be required with respect to a Deposit Account with respect to which the average daily balance for 10 consecutive Business Days is less than $100,000 and, together with all such Deposit Accounts, does not exceed $200,000. The Administrative Agent agrees with each Pledgor Grantor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor Grantor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing. Notwithstanding anything to the contrary contained herein, the Agent, on behalf of the Secured Parties, acknowledges that the Deposit Accounts subject to Deposit Account Control Agreements may contain from time to time Trust Funds, which by law, a Grantor is required to collect and notice shall have been given remit from time to time but which, pending such remittance, may be contained or held in such Deposit Accounts. Upon any exercise of Control by the Administrative Agent, the Agent agrees to the notify Borrower of its intent to such exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or (which notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with may be by delivery of a copy of the notice of exclusive or sole control). Upon receipt of such instruction or notice, Borrower shall send written notice to of the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer type and amount of any funds Trust Funds contained or held in such Deposit Account. No Pledgor shall grant Control of any Deposit Account , the dates upon which such Trust Funds are required by law or agreement to be remitted to any person other than third Person and contact information regarding such third Persons in sufficient detail for the Administrative Collateral to remit such Trust Funds to them. After receipt of such notice by the Agent and within two Business Days of the Notes Collateral Agentdates required by law for disbursement thereof, the Agent shall remit the applicable amount of the Trust Funds to the to the appropriate Person or, at its sole option, to the applicable Grantor for remittance to such Persons by such Grantor.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 16 annexed to the Perfection Certificate. The Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made) and (ii) the Administrative Agent has a perfected first priority security interest in each Deposit Account listed in Schedule 16 annexed to the Perfection Certificate by Control to the extent a fully executed Deposit Account Control Agreement is in effect covering such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by ControlAccount. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Administrative Agent 10 30 days’ ' prior written notice of its intention to establish such new Deposit Account with a Bank and Bank, (2) such Bank shall be reasonably acceptable to the Administrative Agent and (3) if requested by the Administrative Agent, such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. Each Pledgor agrees that, with respect to each Deposit Account in existence on the date hereof and at the time it establishes any additional Deposit Accounts it shall (to the extent requested by the Administrative Agent) enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing. The provisions of this Section 3.4(b) shall not apply to the Collateral Account, and notice shall have been given by or any other Deposit Account for which the Administrative Agent to is the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountBank. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 12 to the Perfection Certificate. The Administrative Upon the execution and delivery by the applicable Loan Party, the applicable Bank and the Collateral Agent has of a Deposit Account Control Agreement in respect of such Deposit Account (other than Excluded Accounts) in accordance with Section 5.14 of the Credit Agreement, the Collateral Agent’s security interest in each such Deposit Account (other than the Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, ) will be perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account (other than an Excluded Account) unless (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish Bank with which such new Deposit Account with a Bank and (2) such Bank is maintained and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice . The provisions of this Section 3.4(b) shall have been given by the Administrative Agent not apply to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to Accounts for which the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountCollateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account (other than an Excluded Account in connection with any Permitted Lien) to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 15 annexed to the Perfection Certificate. The Administrative Certificate and (ii) the Collateral Agent has a perfected first priority security interest in each Deposit Account listed in Schedule 3.4(b) annexed hereto by Control, other than those designated therein as "Not Subject to a Control Agreement as of the Closing Date"; provided that the aggregate amount on deposit in or credited to Deposit Accounts that are not subject to a Control Agreement shall not exceed (A) prior to February 28, 2004, an amount equal to $500,000 in the aggregate for all such Deposit Account Accounts at any time outstanding or (other than Excluded B) from and after February 28, 2004, an amount equal to $100,000 in the aggregate for all such Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by ControlAccounts at any time outstanding. No Pledgor shall hereafter establish and or maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Administrative Collateral Agent 10 30 days’ ' prior written notice of its intention to establish such new Deposit Account with a Bank and bank, (2) such Bank bank shall be reasonably acceptable to the Collateral Agent and (3) such bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. Each Pledgor agrees that at the time it establishes any additional Deposit Accounts it shall enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 14 to the Perfection Certificate. The Administrative Collateral Agent has a first priority security interest interest, subject to Liens permitted pursuant to the applicable Deposit Account Control Agreement, in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, interest will be perfected by Control, as provided in Section 4.01(q) of the Credit Agreement. No Pledgor shall hereafter establish and maintain any Deposit Account Account, other than Excluded Accounts, unless (1) it shall have given the Administrative Collateral Agent 10 days’ 30 days prior written notice (or such lesser notice period as the Collateral Agent may agree to) of its intention to establish such new Deposit Account with a Bank and Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) with respect to Deposit Accounts which are not Excluded Deposit Accounts, such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice . The provisions of this Section 3.4(b) shall have been given by the Administrative Agent not apply to the Borrower of its intent LC Account or to exercise such rightsany other Deposit Accounts for which the Collateral Agent is the Bank. Each Pledgor agrees that once the Administrative Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give given any instructions or orders with respect to such Deposit Account Account, including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereofOriginal Closing Date, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 13 to the Perfection Certificate to the extent required to be so listed pursuant to the Perfection Certificate. The Administrative Agent, upon execution of a Deposit Account Control Agreement by such Pledgor, the applicable Bank and the Administrative Agent has (but in any event within ninety (90) days after the Original Closing Date or such longer period as may be agreed to in writing by the Administrative Agent in its reasonable discretion, subject to waiver by the Administrative Agent in its sole discretion), will have a perfected first priority security interest (subject only to Permitted Liens) in each such Deposit Account (other than Excluded Deposit Accounts)Account, which security interest, when required by Section 6.17 of the Credit Agreement, will be interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account (other than an Excluded Account) unless (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent (within thirty (30) days after the date of establishment thereof, or after the date on which such Deposit Account ceases to be an Excluded Account, as the case may be, or such longer period as may be agreed to in writing by the Administrative Agent in its sole discretion, subject to waiver by the Administrative Agent in its sole discretion) a Deposit Account Control Agreement with respect to such Deposit AccountAccount or the Administrative Agent agrees in writing in its sole discretion that such Deposit Account Control Agreement shall not be required. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not (i) give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless or (ii) deliver a “notice of sole control” with respect to any Deposit Account unless, in each case, an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent Agent, after the occurrence and during the continuation of an Event of Default, sends an instruction or notice to a Bank (with a copy to the applicable Pledgor) exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) Account, such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account, and the Administrative Agent agrees that promptly after such Event of Default shall have ceased to exist in accordance with the terms of the Credit Agreement, the Administrative Agent shall, upon written notice from Pledgor requesting the same, deliver written notice to the Bank rescinding the applicable instruction or notice, at which point the Pledgor’s right to give any instructions or orders with respect to such Deposit Account shall be reinstated. No Other than with respect to Excluded Accounts, no Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent, who shall also act on behalf of holders of Permitted Additional First Lien Debt. The provisions of this Section 3.4(b) shall not apply to any Excluded Accounts.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 15 annexed to the Perfection Certificate. The Administrative Certificate and (ii) the Collateral Agent has a perfected first priority security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of listed in Schedule 15 annexed to the Credit Agreement, will be perfected Perfection Certificate by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Administrative Collateral Agent 10 30 days’ ' prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (23) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account, provided that, Pledgors shall not be required to deliver Control Agreements with respect to the Deposit Account established at Commercial Bank (Account No. 9041009266) and any xxxxx cash account if the aggregate amount of deposits in all such Deposit Accounts does not exceed $1.0 million at any one time outstanding. Each Pledgor agrees that at the time it establishes any additional Deposit Accounts it shall enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice . The provisions of this Section 3.4(b) shall have been given by the Administrative Agent not apply to the Borrower of its intent Collateral Account or to exercise such rights. Each Pledgor agrees that once any other Deposit Accounts for which the Administrative Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to is the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountBank. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 14 to the Perfection Certificate. The Administrative Collateral Agent has a First Priority security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interestinterest is (or, when required by Section 6.17 of with respect to any such Deposit Accounts identified on Schedule 5.16 to the Credit Agreement, after completion of the actions with respect to such Deposit Accounts specified on such Schedule, will be be) perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Administrative Collateral Agent 10 30 days’ (or such shorter period as may be determined by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (23) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit AccountAccount (other than Excluded Deposit Accounts). The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor The two immediately preceding sentences shall not give apply to any instructions or orders with respect to such other Deposit Account including, without limitation, instructions Accounts for distribution or transfer of any funds in such Deposit Accountwhich the Collateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Collateral Agent and and, subject to the Notes Collateral Agentterms of the Intercreditor Agreement, Revolving Credit Agents.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 13 to the Perfection Certificate. The Administrative Within 45 days after the date hereof (or such longer period of time as agreed to by the First Lien Agent has in its sole discretion and so communicated to the Collateral Agent in writing as soon as practicable), the Collateral Agent will have a second priority security interest in each such Deposit Account (other than Excluded (i) Deposit Accounts established solely as payroll and other zero balance Accounts, (ii) other Deposit Accounts, so long as at any time the balance in any such Account does not exceed $50,000 and the aggregate balance in all such Accounts does not exceed $50,000 and (iii) other than the Deposit Account in which funds or cash equivalents are deposited to cash collateralize the entire commitment under the Credit Agreement), which security interestinterest will be, when required by Section 6.17 upon the execution and delivery of the Credit Agreement, will be a Deposit Account Control Agreement with respect thereto perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1other than (i) it shall have given Deposit Accounts established solely as payroll and other zero balance Accounts, (ii) other Deposit Accounts, so long as at any time the Administrative Agent 10 days’ prior written notice of its intention to establish balance in any such new Account does not exceed $50,000 and the aggregate balance in all such Accounts does not exceed $50,000 and (iii) other than the Deposit Account in which funds or cash equivalents are deposited to cash collateralize the entire commitment under the Credit Agreement) with a any Bank and (2) unless such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. At any time such requirements apply, the applicable Pledgor shall give notice thereof to the Collateral Agent in accordance with Section 13.2 of the Indenture and the Collateral Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Collateral Agent and the Notes Collateral First Lien Agent.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 15 annexed to the Perfection Certificate. The Administrative Agent Certificate and (ii) the Collateral Trustee has a perfected first priority security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of indicated as a "Controlled Account" listed in Schedule 15 annexed to the Credit Agreement, will be perfected Perfection Certificate by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless either (1a)(1) it the applicable Pledgor shall have given the Administrative Agent 10 Collateral Trustee fifteen (15) days’ ' prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Trustee and (23) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent Collateral Trustee a Deposit Account Control Agreement with respect to such Deposit AccountAccount or (b) the aggregate amount on all the Companies' Deposit Accounts not subject to a Deposit Account Control Agreement does not exceed $10.0 million in cash and cash equivalents. The Administrative Agent Collateral Trustee agrees with each Pledgor that the Administrative Agent Collateral Trustee shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, . The provisions of clauses (a)(1) and notice (a)(2) of this Section 3.4(b) shall have been given by the Administrative Agent not apply to the Borrower of its intent Collateral Account or to exercise such rights. Each Pledgor agrees that once any other Deposit Accounts for which the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to Collateral Trustee is the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountBank. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent Collateral Trustee and the Notes Parity Collateral AgentTrustee (as defined in the Collateral Trust Agreement).

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 14 to the Perfection Certificate. The Administrative Collateral Agent has a first priority security interest interest, subject to Liens permitted pursuant to the applicable Deposit Account Control Agreement, in each such Deposit Account (other than the Excluded Deposit Accounts), which security interest, when required interest will be perfected by Control as provided in Section 6.17 4.01(q) of the Credit Agreement, will be perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account Account, other than Excluded Accounts, unless (1) it shall have given the Administrative Collateral Agent 10 30 days’ prior written notice (or such lesser notice period as the Collateral Agent may agree to) of its intention to establish such new Deposit Account with a Bank and Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) with respect to Deposit Accounts which are not Excluded Deposit Accounts, such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice . The provisions of this Section 3.4(b) shall have been given by the Administrative Agent not apply to the Borrower of its intent LC Account or to exercise such rightsany other Deposit Accounts for which the Collateral Agent is the Bank. Each Pledgor agrees that once the Administrative Collateral Agent sends an instruction or notice to a Bank exercising its Control control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account Account, including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account authorize or instruct a Bank to comply with instructions originated by any person other than the Administrative Collateral Agent and directing disposition of the Notes Collateral Agentfunds in any Deposit Account without further consent by such Pledgor.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 8 to the Perfection Certificate. The Administrative On the date hereof, the Collateral Agent has (i) has, with respect to the Existing Deposit Account Control Agreements, or (ii) will have, with respect to the Deposit Account Control Agreements referenced in Schedule 9.13 to the Credit Agreement, when each such Deposit Account Control Agreement referenced on Schedule 9.13 of the Credit Agreement is executed and delivered by all necessary parties thereto, a first priority security interest in each such Deposit Account (other than Excluded Deposit AccountsAccounts and the Collateral Account (as such term is defined in the Secured Notes Indenture), which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by Controlsubject as to priority only to Permitted Liens. No Pledgor shall hereafter establish and maintain any Deposit Account (other than Excluded Deposit Accounts) unless (1) it shall have given give the Administrative Collateral Agent 10 days’ prior prompt written notice of its intention to establish that such new Deposit Account has been established with a Bank and (2) such Bank and Bank, such Pledgor and the Collateral Agent shall within forty-five (45) days of the date of acquisition of such Deposit Account have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account, such time to be extended in the Collateral Agent’s reasonable discretion. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with during a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountLiquidity Period. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Collateral Agent and the Notes Collateral Agent. The provisions of this Section 3.4(b) shall not apply to Deposit Accounts that are Excluded Deposit Accounts. The parties hereto agree that any reference to Bank of America, N.A. in the Existing Deposit Account Control Agreements shall be deemed to be a reference to the Collateral Agent, for its benefit and for the benefit of the Secured Parties and the Existing Deposit Account Control Agreements shall continue in full force and effect until amended and shall perfect the Liens granted to the Collateral Agent in the Deposit Accounts subject thereto.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 13 to the Perfection Certificate. The Administrative Assuming the due execution of the Deposit Account Control Agreements (to the extent possible after using commercially reasonable efforts), the Collateral Agent has a first priority security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be interest is perfected by Control. No To the extent a Pledgor shall hereafter establish and maintain establishes or maintains any Deposit Account unless with any Bank (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and other than Excluded Accounts), such Pledgor shall use commercially reasonable efforts to have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit AccountAccount within the later of (i) sixty (60) days following the Issue Date with respect to such Deposit Account existing on the Issue Date or (ii) sixty (60) days after any such Deposit Account is established; provided, however, that such commercially reasonable efforts shall not require any Pledgor to make out-of-pocket expenditures (other than reasonable attorney’s fees and expenses, but specifically excluding the payment of any consideration or other compensation to any person). The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent Collateral Agent, after the occurrence and during the continuation of an Event of Default, sends an instruction or notice to a Bank (with a copy to the applicable Pledgor) exercising its Control over any Deposit Account (other than Excluded subject to a Deposit Accounts) (with a copy of such instruction or notice to the Borrower) Account Control Agreement such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor Account as long as such Event of Default is continuing, and the Collateral Agent agrees that promptly after such Event of Default shall grant Control have ceased to exist in accordance with the terms of the Indenture or Additional Secured Agreement and the Issuer has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall deliver written notice to the Bank rescinding the applicable instruction or notice, at which point the Pledgor’s right to give any instructions or orders with respect to such Deposit Account shall be reinstated. None of the preceding provisions of this Section 3.5(b) shall apply to any person other than the Administrative Agent and the Notes Collateral AgentExcluded Accounts.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 16 annexed to the Perfection Certificate. The Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made) and (ii) the Administrative Agent has a perfected second priority security interest in each Deposit Account listed in Schedule 16 annexed to the Perfection Certificate by Control to the extent a fully executed Deposit Account Control Agreement is in effect covering such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by ControlAccount. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Administrative Agent 10 30 days’ ' prior written notice of its intention to establish such new Deposit Account with a Bank and Bank, (2) such Bank shall be reasonably acceptable to the Administrative Agent and (3) if requested by the Administrative Agent, such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. Each Pledgor agrees that, with respect to each Deposit Account in existence on the date hereof and at the time it establishes any additional Deposit Accounts it shall (to the extent requested by the Administrative Agent) enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing. The provisions of this Section 3.4(b) shall not apply to the Collateral Account, and notice shall have been given by or any other Deposit Account for which the Administrative Agent to is the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountBank. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 13 to the Perfection Certificate. The Administrative Collateral Agent has a second priority security interest in each such Deposit Account (other than Excluded Deposit Accounts)Account, which security interestinterest will be, when upon the execution and delivery of a Deposit Account Control Agreement with respect thereto (which execution and delivery is required by Section 6.17 of to be effected within 180 days from the Credit Agreement, will be date hereof to the extent possible after using commercially reasonable efforts) perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account with any Bank unless (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative requirements in the preceding two sentences shall not apply to Deposit Accounts (i) in which no Pledgor at any time maintains, or reasonably expects to maintain, a balance in excess of $100,000 or (ii) with a Bank at which the Pledgors do not at any time maintain, or reasonably expect to maintain, a balance in excess of $500,000 in the aggregate. At any time such requirements apply, the applicable Pledgor shall give notice thereof to the Collateral Agent in accordance with Section 13.2 of the Indenture and the Collateral Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Collateral Agent and the Notes Collateral First Lien Agent.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 16 annexed to the Perfection Certificate. The Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made) and (ii) the Administrative Agent has a perfected first priority security interest in each Deposit Account listed in Schedule 16 annexed to the Perfection Certificate by Control to the extent a fully executed Deposit Account Control Agreement is in effect covering such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by ControlAccount. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Administrative Agent 10 30 days’ ' prior written notice of its intention to establish such new Deposit Account with a Bank and Bank, (2) such Bank shall be reasonably acceptable to the Administrative Agent and (3) if requested by the Administrative Agent, such Bank and such Pledgor shall have duly executed and delivered to the (he Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. Each Pledgor agrees that, with respect to each Deposit Account in existence on the date hereof and at the time it establishes any additional Deposit Accounts, it shall (to the extent requested by the Administrative Agent) enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice . The provisions of this Section 3.4(b) shall have been given by not apply to the Collateral Account or any other Deposit Account for which the Administrative Agent to is the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountBank. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 14 to the Perfection Certificate. The Administrative Collateral Agent has a first priority security interest in each such Deposit Account (other than Excluded Deposit Accounts)Account, which security interest, when required by Section 6.17 of except for the Credit AgreementExcluded Accounts, will be is perfected by Control, except to the extent that obtaining such Control may be completed after the Closing Date pursuant to the terms of Section 4.19 of the Indenture. No Pledgor shall hereafter establish and maintain any Deposit Account (other than Excluded Accounts) unless (1) it shall have given the Administrative Collateral Agent 10 thirty (30) days’ ' prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Revolving Credit Collateral Agent and (23) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account; provided, that the Revolving Credit Collateral Agent shall have the right to waive (or extend) the requirement of a Deposit Account Control Agreement for any account in its reasonable discretion. The Administrative Collateral Agent agrees with each Pledgor that the Administrative such Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice . The provisions of this Section 3.4(b) shall have been given by the Administrative Agent not apply to the Borrower of its intent Net Available Cash Account or to exercise such rights. Each Pledgor agrees that once any other Deposit Accounts for which the Administrative Revolving Credit Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to is the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountBank. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 13 to the Perfection Certificate. The Administrative Agent has a perfected security interest in each such Deposit Account (other than any Excluded Deposit AccountsAccount), which security interest, when required by Section 6.17 of the Credit Agreement, will be interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account (other than any Excluded Account) unless (1) it shall have given the Administrative Agent 10 ten (10) days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Administrative Agent and (23) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account concurrently with the establishment of such Deposit Account, provided that, for purposes of administrative convenience, the Administrative Agent may in its reasonable discretion, permit the Borrowers from time to time to maintain one or more Deposit Accounts with one or more financial institutions and with such maximum cash balances as the Administrative Agent deems appropriate, and for which a Deposit Account Control Agreement will not be required. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 13 to the Perfection Certificate. The Administrative Agent has a first priority security interest in each such Deposit Account (Account, other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be interest is perfected by ControlControl (unless otherwise agreed by the Administrative Agent). No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank (or such other or shorter notice as may be acceptable to the Administrative Agent) and (2) if such Deposit Account is not an Excluded Deposit Account, such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those accounts listed in Schedule 11 to the Perfection Certificate. The Administrative Collateral Agent has a security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Administrative Collateral Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Collateral Agent to the Borrower Issuer of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the BorrowerIssuer) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Collateral Agent and the Notes Collateral Administrative Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 13 to the Perfection Certificate. The Administrative Subject to Permitted Liens, the Collateral Agent has will have a first priority security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account (other than any Excluded Account) unless (1) it shall have given the Administrative Collateral Agent 10 5 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Pledgor shall have taken commercially reasonable efforts to deliver to the Collateral Agent a duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and continuing (it being understood that the Collateral Agent shall promptly withdraw any previously delivered notice shall have been given by of exclusive control upon the Administrative Agent cure or waiver of such Event of Default pursuant to the Borrower of its intent to exercise such rightsIndenture). Each Pledgor agrees that once the Administrative Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountAccount until such Event of Default is cured or waived pursuant to the Indenture. No Pledgor shall grant Control of any Deposit Account (other than the Excluded Accounts) to any person other than the Administrative Collateral Agent and the Notes Collateral Agentapplicable depository bank.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 15 annexed to the Perfection Certificate. The Administrative Certificate and (ii) the Collateral Agent has a perfected first priority security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of listed in Schedule 15 annexed to the Credit Agreement, will be perfected Perfection Certificate by Control. No Pledgor shall hereafter establish and maintain any Deposit Account (other than a Deposit Account that is Special Property) unless (1) it the applicable Pledgor shall have given the Administrative Collateral Agent 10 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. Each Pledgor agrees that at the time it establishes any additional Deposit Accounts (other than a Deposit Account that constitutes Special Property) it shall enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing. Notwithstanding any other provision in this Agreement, and notice shall have been given prior to an acceleration of the Notes by the Administrative Agent to Trustee or the Borrower of its intent to exercise such rights. Each Pledgor agrees that once Holders thereof in accordance with the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to Indenture, the Borrower) such Pledgor Issuer and the Guarantors shall not give any instructions or orders with respect to such Deposit Account includingalso be entitled, without limitationany release or consent of the Collateral Agent, instructions for distribution to use cash or transfer of any funds in such Deposit AccountCash Equivalents to pay operating expenses and to pay interest on the Notes. No Pledgor shall grant Control of any Deposit Account constituting Collateral to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. (i) As of the date hereof, no Pledgor Grantor has opened or maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 6(a) hereof and (ii) Lender shall have, upon the completion of the actions specified herein and subject to the Perfection Certificate. The Administrative Agent has requirements of this Section 3.04(b), a perfected First Priority security interest in each such Deposit Account (other than Excluded Deposit Accounts), hereof which security interest, when required by Section 6.17 of the Credit Agreement, will be interest is perfected by Control. No Pledgor shall hereafter establish With respect to the Deposit Accounts in existence on the date hereof and maintain any Deposit Account listed on Schedule 6(a), unless (1) Lender agrees in writing that it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish is not required, such new Deposit Account with a Bank and (2) such Bank depository bank and such Pledgor Grantor shall have duly executed execute and delivered deliver to the Administrative Agent Lender a Deposit Account Control Agreement with respect to such Deposit Account(s) within six (6) months of the date hereof. If any Grantor shall hereafter establish and maintain any Deposit Account, unless Lender agrees in writing that it is not required, such depository bank and such Grantor shall duly execute and deliver to Lender a Deposit Account Control Agreement with respect to such Deposit Account within 60 days after the establishment thereof. The Administrative Agent Lender agrees with each Pledgor Grantor that the Administrative Agent shall Lender will not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor Grantor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice continuing beyond any applicable grace or cure periods. The provisions of this Section 3.04(b) shall have been given by the Administrative Agent not apply to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to Accounts for which Lender is the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Accountdepository bank. No Pledgor Grantor shall grant Control of any Deposit Account to any person Person other than the Administrative Agent and the Notes Collateral AgentLender.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 SCHEDULE 14 annexed to the Perfection Certificate. The Administrative Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made) and (ii) the Agent has a perfected first priority security interest in each such Deposit Account listed in SCHEDULE 14 annexed to the Perfection Certificate (other than the Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected ) by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Administrative Agent 10 30 days’ ' prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Agent and (23) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. Each Pledgor agrees that at the time it establishes any additional Deposit Accounts it shall enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing. Except as set forth in the Intercreditor Agreement, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No no Pledgor shall grant Control of any Deposit Account (other than the Excluded Accounts) to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those accounts listed in Schedule 11 10 to the Perfection Certificate. The First Lien Administrative Agent has a security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 6.18 of the First Lien Credit Agreement, will be perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the First Lien Administrative Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor shall have duly executed and delivered to the First Lien Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. The First Lien Administrative Agent agrees with each Pledgor that the First Lien Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the First Lien Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the First Lien Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the First Lien Administrative Agent and the Notes Collateral Second Lien Administrative Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 15 to the Perfection Certificate. The Administrative Collateral Agent has a first priority security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Administrative Collateral Agent 10 30 days’ (or such shorter period as may be determined by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (23) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit AccountAccount (other than Excluded Deposit Accounts). The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice . The two immediately preceding sentences shall have been given by the Administrative Agent not apply to the Borrower of its intent LC Account or to exercise such rights. Each Pledgor agrees that once any other Deposit Accounts for which the Administrative Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to is the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountBank. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 14 to the Perfection Certificate. The Administrative applicable Collateral Agent has a first priority security interest in each such Deposit Account (other than Excluded Deposit Accounts)Account, which security interest, when required except for the Excluded Accounts, is perfected by Section 6.17 Control, except to the extent that obtaining such Control may be completed after the Closing Date pursuant to the terms of Schedule 5.14 to the Credit Agreement, will be perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account (other than Excluded Accounts) unless (1) it shall have given the Administrative applicable Collateral Agent 10 thirty (30) days’ ' prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the applicable Collateral Agent and (23) such Bank and such Pledgor shall have duly executed and delivered to the Administrative applicable Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account; provided, that the Collateral Agents shall have the right to waive (or extend) the requirement of a Deposit Account Control Agreement for any account in their reasonable discretion. The Administrative applicable Collateral Agent agrees with each Pledgor that the Administrative such Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice . The provisions of this Section 3.4(b) shall have been given by the Administrative Agent not apply to the Borrower of its intent LC Account or to exercise such rights. Each Pledgor agrees that once any other Deposit Accounts for which UBS AG, Stamford Branch is the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountBank. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes applicable Collateral Agent.

Deposit Accounts. As (i) Each Pledgor has neither opened nor maintains as of the date hereof, no Pledgor has hereof any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 13(a) annexed to the Perfection Certificate. The , and (ii) the Administrative Agent has a perfected first priority security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of listed in Schedule 13(a) annexed to the Credit Agreement, will be perfected by ControlPerfection Certificate. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish applicable bank or other financial institution with which such new Deposit Account with a Bank and (2) such Bank is maintained and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. Each Pledgor agrees that at the time it establishes any additional Deposit Accounts it shall enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice or, after giving effect to any withdrawal, would occur. The provisions of this Section 3.4(b) shall have been given by not apply to (a) the Collateral Accounts or to any other Deposit Accounts for which the Administrative Agent to is the Borrower of its intent to exercise such rights. Each Pledgor agrees that once depositary bank, (b) any Deposit Account for which a Pledgor, the depositary bank or other financial institution and the Administrative Agent sends an instruction have entered into a cash collateral agreement specifically negotiated among such Pledgor, the depositary bank or notice to a Bank exercising its Control over other financial institution and the Administrative Agent for the specific purpose set out therein, (c) any Deposit Account (or Deposit Accounts opened or maintained by a Pledgor other than Excluded Deposit Accounts) (the Canadian Borrower with a copy monthly average daily balance over the 12 month period immediately preceding the time of such instruction or notice to determination of less than Cdn.$5,000,000 in the Borrower) aggregate for all Deposit Accounts maintained by such Pledgor shall not give with any instructions one Bank or orders other financial institution (or the equivalent amounts thereof in any other currency), and (d) Deposit Accounts primarily for payroll purposes or holding restricted cash in connection with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Accountself-insurance programs. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agentright to give instructions without the consent of such Pledgor to the bank or other financial institution with which a Deposit Account is maintained with respect to the disposition of the funds in such account.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 13 to the Perfection Certificate. The Administrative Collateral Agent has a security interest in each such Deposit Account Account, subject as to priority only to Permitted Liens (other than Excluded Deposit Accountsincluding with respect to the ABL Collateral the Liens of the ABL Agent until the Discharge of ABL Obligations), which security interest, when required by Section 6.17 of the Credit Agreement, will interest Pledgors shall use commercially reasonable efforts to be perfected by ControlControl within 90 days of the date hereof. No Pledgor shall hereafter establish and maintain any Deposit Account (other than Excluded Accounts) unless (1) it shall have given give the Administrative Collateral Agent 10 days’ prior prompt written notice of its intention to establish that such new Deposit Account has been established with a Bank and (2) such Bank and Bank, such Pledgor and the Collateral Agent shall within sixty (60) days of the date of acquisition of such Deposit Account have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account, such time to be extended by the Collateral Agent. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower . The provisions of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accountsthis Section 3.4(b) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect apply to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountExcluded Accounts. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Collateral Agent and and, subject to the Notes Collateral Intercreditor Agreement, prior to the Discharge of ABL Obligations, the ABL Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those otherthan the accounts listed in Schedule 11 14 to the Perfection Certificate. The Administrative Collateral Agent has a first priority perfected security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by ControlAccount. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Administrative Collateral Agent 10 days30days’ prior written notice of its intention to establish such new Deposit Account with a Bank and financial institution, (2) such Bank financial institution shall be reasonably acceptable to the Collateral Agent and (3) such financial institution and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit AccountAccount unless the Collateral Agent shall have waived such requirement in writing. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such each Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing. The provisions of this Section 3.4(c) shall not apply to (i) Deposit Accounts specially and exclusively used as trust accounts for the benefit of each Pledgor’s customers if all or any portion of the proceeds on deposit therein are for the benefit of one or more customers of such Pledgor, (ii) Deposit Accounts specially and notice shall have been given by exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Administrative benefit of each Pledgor’s employees, or (iii) to any Deposit Accounts for which the Collateral Agent to is the Borrower of its intent to exercise such rightsfinancial institution. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions xxxxx x Xxxx or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As Each Pledgor (i) has neither opened nor maintains any deposit accounts other than the accounts listed in Schedule 16 annexed to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made) and (ii) within 30 days of the date hereof, no shall enter into and deliver, a Deposit Account Control Agreement duly authorized and executed by the applicable Bank and such Pledgor has any with respect to each Deposit Accounts other than Excluded Deposit Accounts and those accounts Account listed in Schedule 11 16 annexed to the Perfection Certificate. The Administrative Agent has a security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Administrative Agent Trustee 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent Trustee a Deposit Account Control Agreement with respect to such Deposit Account. Each Pledgor agrees that at the time it establishes any additional Deposit Accounts it shall enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Agent Trustee agrees with each Pledgor that the Administrative Agent Trustee shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice . The provisions of this Section 3.4(b) shall have been given by the Administrative Agent not apply to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Collateral Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral AgentTrustee.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 15 to the Perfection Certificate. The Administrative Agent has applicable Pledgor shall enter into a security interest in Deposit Account Control Agreement with the applicable Bank or other financial institution with respect to each such Deposit Account (other than any Excluded Deposit Accounts), which security interest, when required by Section 6.17 Account) within 30 days of the Credit Agreement, will date hereof (or such longer period as may be perfected agreed to by Controlthe Administrative Agent in its discretion). No Pledgor shall hereafter establish and maintain any Deposit Account (other than an Excluded Account) unless (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish Bank where such new Deposit Account with a Bank and (2) such Bank is maintained and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account (other than any Excluded Account) within 30 days after opening such account (or such longer period as may be agreed to by the Administrative Agent in its sole discretion). The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice . The two immediately preceding sentences shall have been given by not apply to the LC Account or to any other Deposit Accounts for which the Administrative Agent to is the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountBank. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 14 to the Perfection Certificate. The Administrative Collateral Agent has a first priority security interest in each such Deposit Account Account, which security interest shall (other than with respect to Excluded Deposit Accounts), which security interest, when required by Section 6.17 of Accounts and subject to the Credit Agreement, will Intercreditor Agreement ) be perfected by ControlControl before the day that is ninety (90) calendar days after the occurrence of the Closing Date (or such later time as the Collateral Agent may in its discretion agree). No Pledgor shall hereafter establish and maintain any Deposit Account (other than Excluded Deposit Accounts) unless (1) it shall have given the Administrative Collateral Agent 10 days’ 30 days prior written notice (or such lesser notice period as the Collateral Agent may agree to in its discretion) of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account; provided that, in the case of any Deposit Account (other than Excluded Deposit Accounts) acquired by any Pledgor pursuant to a Permitted Acquisition, the security interest of the Collateral Agent therein shall not be required to be perfected by Control before the day that is ninety (90) calendar days after the date of the consummation of such Permitted Acquisition (or such later time as the Collateral Agent may in its discretion agree). The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event except in accordance with Section 2.21(c) of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rightsABL Credit Agreement. Each Pledgor agrees that once the Administrative Collateral Agent sends an instruction or notice to a Bank in accordance with Section 2.21(c) of the ABL Credit Agreement exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account Account, including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than (x) the Administrative Collateral Agent and (y) any “Agent” party to 39416081_9 the Notes Collateral AgentIntercreditor Agreement (as such term is defined in the Intercreditor Agreement ).

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 14 to the Perfection Certificate. The Administrative Collateral Agent has a perfected security interest in each such Deposit Account (other than any Excluded Deposit Account and the BofA Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be interest is perfected by Control. With respect to each BofA Account, the Borrower shall within 60 days of the date hereof either (i) provide evidence reasonably acceptable to the Collateral Agent that it has closed such BofA Account or (ii) deliver to the Collateral Agent a Deposit Account Control Agreement with respect to such BofA Account duly executed by the Borrower and Bank of America, N.A in its capacity as account bank. No Pledgor shall hereafter establish es- tablish and maintain any Deposit Account (other than any Excluded Account) unless (1) it shall have given the Administrative Collateral Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (23) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit AccountAccount within 15 days of the establishment of such Deposit Account (or such longer period of time as the Collateral Agent may agree to in writing). The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, . The second and notice shall have been given by the Administrative Agent to the Borrower third sentences of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accountsthis Section 3.4(b) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give apply to any instructions or orders with respect to such Deposit Account including, without limitation, instructions Term Collateral Accounts for distribution or transfer of any funds in such Deposit Accountwhich the Collateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Revolving Administrative Agent, Second Lien Collateral Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 12 to the Perfection Certificate. The Administrative Agent has a first priority security interest in each such Deposit Account (Account, other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be interest is perfected by ControlControl (unless otherwise agreed by the Administrative Agent). No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank (or such other or shorter notice as may be acceptable to the Administrative Agent) and (2) if such Deposit Account is not an Excluded Deposit Account, such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As Each Pledgor hereby represents and warrants that (i) as of the date hereof, no such Pledgor has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in on Schedule 11 16 to the Perfection Certificate. The Administrative , (ii) such Pledgor and each applicable Bank has executed and delivered, or, to the extent it has not already done so on the date hereof, shall execute and deliver in accordance with Section 5.15 of the Credit Agreement, a Control Agreement substantially in the form set forth in Exhibit 5 hereto or such other form that is reasonably satisfactory to the Collateral Agent with respect to each Deposit Account of such Pledgor listed on Schedule 16 to the Perfection Certificate other than Excluded Accounts, and (iii) the Collateral Agent has a valid and enforceable perfected first priority security interest (subject to Permitted Liens) in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account with respect to which such Pledgor is required to enter into a Control Agreement hereunder or under the Credit Agreement unless (1A) it the applicable Pledgor shall have given the Administrative Collateral Agent 10 at least 30 days’ (or such shorter period as may be agreed to in writing by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Deposit Account with a Bank, (B) such Bank shall be reasonably acceptable to the Collateral Agent and (2C) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement (or an amendment to an existing Deposit Account Control Agreement) with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Agent provisions of this Section 3.4(b) shall not give apply to (x) any instructions directing the disposition of funds from time to time credited to Excluded Accounts or (y) any Deposit Collateral Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any other Deposit Account unless an Event of Default has occurred and Accounts for which the Collateral Agent is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountBank. No Pledgor has granted or shall grant Control of any Deposit Account to any person Person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. (i) As of the date hereof, no each Pledgor has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 15 annexed to the Perfection Certificate. The Certificate (the “Existing Accounts”) and (ii) upon entering into a valid Control Agreement with respect to the Deposit Account listed on Schedule 15 annexed to the Perfection Certificate denotated as the Concentration Account, the Administrative Agent has will have a perfected first priority security interest in each the Concentration Account by Control. Each Pledgor agrees that it shall (i) deposit all amounts collected in the ordinary course of its business into the Existing Accounts, (ii) sweep all such Deposit Account amounts (other than Excluded amounts up to the Maximum Amount) into the Concentration Account every day and (iii) maintain and operate the Concentration Account and no other Deposit Accounts), which security interest, when required by Section 6.17 Account serving the function of the Credit Agreement, will be perfected by ControlConcentration Account into which amounts collected in the ordinary course of business are swept. No Pledgor shall hereafter establish and maintain any Deposit Account with respect to which such Pledgor may be required to enter into a Control Agreement under the Credit Agreement unless (1) it the applicable Pledgor shall have given the Administrative Agent 10 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and Bank, (2) such Bank shall be reasonably acceptable to the Administrative Agent and (3) such Bank and such Pledgor Pledgor, upon the Administrative Agent’s reasonable request, shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. Each Pledgor agrees that at the time it establishes any additional Deposit Accounts, upon the Administrative Agent’s reasonable request, it shall enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice . The provisions of this Section 3.4(b) shall have been given by not apply to the Collateral Account or to any other Deposit Accounts for which the Administrative Agent to is the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountBank. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 13 to the Perfection Certificate. The Administrative Second Lien Collateral Agent has a security interest in each such Deposit Account (other than Excluded Deposit Accounts)Account, which security interest, when required by Section 6.17 of the Credit Agreement, will be interest (except with respect to Non-Controlled Deposit Accounts) is perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Administrative Second Lien Collateral Agent 10 daysfive Business Days’ prior written notice of its intention to establish such new Deposit Account with a Bank and Bank, (2) such Bank shall be reasonably acceptable to the Second Lien Collateral Agent and (3) except with respect to any Non-Controlled Deposit Account, such Bank and such Pledgor shall have duly executed and delivered to the Administrative Second Lien Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Second Lien Collateral Agent agrees with each Pledgor that the Administrative Second Lien Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Second Lien Collateral Agent sends an instruction or notice to a Bank exercising its exclusive Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person Person other than the Administrative Second Lien Collateral Agent and the Notes First Lien Collateral Agent, which such relationship shall be governed by the terms of the Intercreditor Agreement.

Deposit Accounts. (i) As of the date hereof, no Pledgor it has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 15 annexed to the Perfection Certificate. The Administrative Certificate and (ii) the Collateral Agent has a perfected, first-priority security interest in each such Deposit Account (listed in Schedule 15 annexed to the Perfection Certificate by Control, other than any Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by ControlAccount. No Pledgor shall hereafter establish and maintain any Deposit Account other than any Excluded Account unless (1) it the applicable Pledgor shall have given the Administrative Collateral Agent 10 days’ 5 Business Days' prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (23) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice . The provisions of this Section 3.4(b) shall have been given by the Administrative Agent not apply to the Borrower of its intent Collateral Account or to exercise such rights. Each Pledgor agrees that once any other Deposit Accounts for which the Administrative Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (is the Bank, other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders restrictions on the Collateral Agent's authority with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Depost Accounts other than the Collateral Account. No Pledgor shall grant Control of over any Deposit Account to any person other than the Administrative Collateral Agent and the Notes Collateral Agentdepositary bank at which such account is maintained.

Deposit Accounts. As of the date hereof, no Pledgor Grantor has opened or maintains any Deposit Accounts other than the accounts listed on Schedule 3.06(a) hereto. As promptly as practicable, and in any event within 75 days after the Initial Borrowing Date (or such longer period as may be agreed by the Collateral Agent in its sole discretion), all of the Non-Excluded Deposit Accounts and those accounts listed in Schedule 11 of each Grantor shall be subject to the Perfection Certificate. The Administrative Agent has terms of a security interest in each such fully executed Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Control Agreement, will be perfected by Control. No Pledgor Grantor shall hereafter establish and maintain or acquire any Non-Excluded Deposit Account unless (1) it the applicable Grantor shall have given the Administrative Collateral Agent 10 days’ prior written notice (or such shorter period as is agreed by the Collateral Agent) of its intention to establish such new Non-Excluded Deposit Account with a Bank and Bank, (2) such Bank and such Pledgor Grantor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Non-Excluded Deposit Account, and (3) the respective Grantor shall furnish to the Collateral Agent a supplement to Schedule 3.06(a) hereto containing the relevant information with respect to the respective Deposit Account and the Bank with which same is established. The Administrative Collateral Agent agrees with each Pledgor Grantor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor Grantor with respect to funds from time to time credited to any Non-Excluded Deposit Account unless or give any notice of sale or exclusive control over any Non-Excluded Deposit Accounts except upon the occurrence and during the continuation of an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountDefault. No Pledgor Grantor shall grant Control of any Non-Excluded Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As Each Pledgor hereby represents and warrants that (i) as of the date hereof, no each Pledgor has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in on Schedule 11 10 to the Perfection Certificate. The Administrative Agent has , (ii) within 75 days following the date hereof, each applicable Pledgor shall have used commercially reasonable efforts to execute and deliver a security interest in each such Deposit Account Control Agreement with respect to each of the Deposit Accounts (other than Excluded Accounts or Excluded Assets) listed on Schedule 10 to the Perfection Certificate or the Pledgors have closed such accounts, and (iii) within 75 days following the date hereof, each applicable Pledgor shall use commercially reasonable efforts to cause the Collateral Agent to have a valid, enforceable, perfected security interest (subject to Permitted Liens) in such Deposit Accounts)Accounts by Control except as such enforceability may be limited by bankruptcy, which security interestinsolvency, when required reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by Section 6.17 of the Credit Agreement, will be perfected by Controlequitable principles relating to enforceability. No Pledgor shall hereafter establish and maintain any Deposit Account (other than Excluded Accounts or Excluded Assets) unless (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement (or an amendment to an existing Deposit Account Control Agreement) with respect to such Deposit Account, in each case, to the extent an existing Deposit Account Control Agreement does not already cover such Deposit Account within 75 days following the date of opening such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions (or, in the case of Deposit Accounts for which the Collateral Agent is the Deposit Account bank, take similar internal administrative action) directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent . Except to the Borrower extent set forth in the immediately preceding sentence, the provisions of its intent this Section 3.4(b) shall not apply to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to Accounts for which the Borrower) such Pledgor shall not give any instructions or orders with respect to such Collateral Agent is the Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Accountbank. No Pledgor has granted or shall grant Control of any Deposit Account (including any Excluded Account, but excluding any Excluded Asset) to any person Person other than (i) the Administrative First Priority Collateral Agent and or (ii) subject to the Notes terms of the Intercreditor Agreement if in effect, the Collateral Agent.

Deposit Accounts. As Each Pledgor hereby represents and warrants that (i) as of the date hereof, no such Pledgor has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in on Schedule 11 10 to the Perfection Certificate. The Administrative , (ii) such Pledgor and each applicable Bank has executed and delivered, or, to the extent it has not already done so on the date hereof, shall execute and deliver in accordance with Section 5.15 of the Credit Agreement, a Control Agreement in a form that is reasonably satisfactory to the Collateral Agent with respect to each Deposit Account of such Pledgor listed on Schedule 10 to the Perfection Certificate other than Excluded Accounts, and (iii) the Collateral Agent has a valid and enforceable perfected first priority security interest (subject to Permitted Liens) in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account with respect to which such Pledgor is required to enter into a Control Agreement hereunder or under the Credit Agreement unless (1A) it the applicable Pledgor shall have given the Administrative Collateral Agent 10 at least 30 days’ (or such shorter period as may be agreed to in writing by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Deposit Account with a Bank, (B) such Bank shall be reasonably acceptable to the Collateral Agent and (2C) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement (or an amendment to an existing Deposit Account Control Agreement) with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that None of the Administrative Agent provisions of this Section 3.4(b) shall not give apply to (x) any instructions directing the disposition of funds from time to time credited to Excluded Accounts or (y) any Deposit Collateral Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any other Deposit Account unless an Event of Default has occurred and Accounts for which the Collateral Agent is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountBank. No Pledgor has granted or shall grant Control of any Deposit Account constituting Collateral to any person Person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 16 annexed to the Perfection Certificate. The Administrative Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made) and (ii) the Collateral Agent has a perfected first priority security interest in each Deposit Account listed in Schedule 16 annexed to the Perfection Certificate by Control to the extent a fully executed Deposit Account Control Agreement is in effect covering such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by ControlAccount. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Administrative Collateral Agent 10 30 days’ ' prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (23) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. Each Pledgor agrees that at the time it estab- lishes any additional Deposit Accounts it shall enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice . The provisions of this Section 3.4(b) shall have been given by the Administrative Agent not apply to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once Collateral Account, the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Cash Collateral Account (as defined in the Loan Transfer Agreement) or to any other than Excluded Deposit Accounts) (with a copy of such instruction or notice to Accounts for which the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountCollateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 14 to the Perfection Certificate. The Administrative Collateral Agent has a perfected security interest in each such Deposit Account (other than any Excluded Deposit Account and the BofA Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be interest is perfected by Control. With respect to each BofA Account, the Borrower shall within 60 days of the date hereof either (i) provide evidence reasonably acceptable to the Collateral Agent that it has closed such BofA Account or (ii) deliver to the Collateral Agent a Deposit Account Control Agreement with respect to such BofA Account duly executed by the Borrower and Bank of America, N.A in its capacity as account bank. No Pledgor shall hereafter establish and maintain any Deposit Account (other than any Excluded Account) unless (1) it shall have given the Administrative Collateral Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (23) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit AccountAccount within 15 days of the establishment of such Deposit Account (or such longer period of time as the Collateral Agent may agree to in writing). The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, . The second and notice shall have been given by the Administrative Agent to the Borrower third sentences of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accountsthis Section 3.4(b) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give apply to any instructions or orders with respect to such Deposit Account including, without limitation, instructions Term Collateral Accounts for distribution or transfer of any funds in such Deposit Accountwhich the Collateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Revolving Administrative Agent, First Lien Collateral Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 to Section 8(a) of the Perfection Certificate. The Upon the request of the Administrative Agent, in its sole discretion, at any time after the date hereof, each Pledgor shall and shall cause the depository bank of each Deposit Account of such Pledgor, within 30 days after such request (or such later date as the Administrative Agent has may approve), to enter into a Deposit Account Control Agreement in form and substance reasonably satisfactory to the Administrative Agent, such that upon the effectiveness of such Deposit Account Control Agreement, the Administrative Agent will have a first priority security interest in each such Pledged Deposit Account (other than Excluded Deposit Accounts)Account, which security interest, when required by Section 6.17 of the Credit Agreement, will be interest is perfected by Control. No After such request of the Administrative Agent as described in the previous sentence, no Pledgor shall hereafter establish and maintain any Pledged Deposit Account unless (1) it shall have given as promptly as practicable after the Administrative Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such establishment thereof the applicable Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Pledged Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Pledged Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Pledged Deposit Account (other than Excluded Deposit Accounts) (with a copy of Account, and such instruction or notice to the Borrower) Pledgor having knowledge thereof, such Pledgor shall not give any instructions or orders with respect to such Pledged Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than (i) the Administrative Agent and Agent, or (ii) pursuant to a Permitted Lien of the Notes Collateral Agenttype described in clauses (ii), (iv), (xi), (xii), (xiii), (xvii), (xix), (xxiv), (xxv) or (xxvii) of the definition of Permitted Lien set forth in the Credit Agreement.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 14 to the Perfection Certificate. The Administrative Collateral Agent has a first priority security interest in each such Deposit Account (other than Excluded Deposit Accounts)Account, which security interest, when required by Section 6.17 of the Credit Agreement, will be interest is perfected by Control, except, in each case, for Deposit Accounts maintained by any Pledgor within 60 days following the date hereof with Bank of America, N.A. for (i) payroll purposes (which account or accounts shall at no time have deposits in excess of $2,000,000) (the “Payroll Account”) or (ii) operations (which account or accounts shall at no time after 10 business days following the date hereof have deposits in excess of $3,000,000 (the “Operational Account” and, together with the Payroll Account, the “Bank of America Accounts”)). Pledgor agrees to replace the Bank of America Accounts with bank accounts in which the Collateral Agent is perfected by Control within 60 days following the date hereof. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given give the Administrative Collateral Agent 10 days’ prior prompt written notice of its intention to establish such new Deposit Account with a Bank Bank, and (2) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Collateral Agent. The Collateral Agent shall have no obligation to execute and deliver any Deposit Account Control Agreement that imposes any indemnity or other obligation on the Notes Collateral Agent.

Deposit Accounts. As of No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Deposit Account. From and after the date hereof, no Pledgor has Grantor shall establish or maintain any Deposit Accounts other than Excluded Deposit Accounts and those accounts listed in Schedule 11 to the Perfection Certificate. The Administrative Agent has a security interest in each such Deposit Account (other than Excluded (i) any payroll or benefits account so long as such payroll account is a zero balance account, (ii) any withholding tax or other trust or fiduciary account, and (iii) other Deposit Accounts so long as the aggregate amount deposited in all such Deposit Accounts), together with the aggregate value of Investment Property, Commodity Contracts and other property standing to the credit of Securities Accounts and Commodity Accounts with respect to which security interestno Control Agreement has been delivered pursuant to subsection (c) below, when required by Section 6.17 of the Credit Agreementdoes not exceed $50,000) unless, will be perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) other than, in the case of this clause (1) only, with respect to Deposit Accounts maintained on the Closing Date and disclosed in the Perfection Certificate delivered on the Closing date, it shall have given the Administrative Collateral Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor Grantor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Collateral Agent agrees with each Pledgor Grantor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor Grantor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice . The provisions of this Section 5.11(b) shall have been given by the Administrative Agent not apply to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to for which the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountCollateral Agent is the bank. No Pledgor Grantor shall grant (or permit the granting of) Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 13 to the Perfection Certificate. The Administrative Within 45 days after the date hereof (or such longer period of time as agreed to by the First Lien Agent has in its sole discretion and so communicated to the Collateral Agent in writing as soon as practicable), the Collateral Agent will have a second priority security interest in each such Deposit Account (other than Excluded (i) Deposit Accounts established solely as payroll and other zero balance Accounts and (ii) other Deposit Accounts, so long as at any time the balance in any such Account does not exceed $50,000 and the aggregate balance in all such Accounts does not exceed $50,000), which security interestinterest will be, when required by Section 6.17 upon the execution and delivery of the Credit Agreement, will be a Deposit Account Control Agreement with respect thereto perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1other than (i) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank Accounts established solely as payroll and other zero balance Accounts and (2ii) other Deposit Accounts, so long as at any time the balance in any such Account does not exceed $50,000 and the aggregate balance in all such Accounts does not exceed $50,000) with any Bank unless such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. At any time such requirements apply, the applicable Pledgor shall give notice thereof to the Collateral Agent in accordance with Section 13.2 of the Indenture and the Collateral Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Collateral Agent and the Notes Collateral First Lien Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 13 to the Perfection Certificate. The Administrative Assuming the due execution of the Deposit Account Control Agreements (to the extent possible after using commercially reasonable efforts), the Collateral Agent has a first priority security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be interest is perfected by Control. No To the extent a Pledgor shall hereafter establish and maintain establishes or maintains any Deposit Account unless with any Bank (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and other than Excluded Accounts), such Pledgor shall use commercially reasonable efforts to have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit AccountAccount within the later of (i) sixty (60) days following the Closing Date with respect to such Deposit Account existing on the Closing Date or (ii) sixty (60) days after any such Deposit Account is established, provided, however, that such commercially reasonable efforts shall not require any Pledgor to make out-of-pocket expenditures (other than reasonable attorney’s fees and expenses, but specifically excluding the payment of any consideration or other compensation to any person). The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent Collateral Agent, after the occurrence and during the continuation of an Event of Default, sends an instruction or notice to a Bank (with a copy to the applicable Pledgor) exercising its Control over any Deposit Account (other than Excluded subject to a Deposit Accounts) (with a copy of such instruction or notice to the Borrower) Account Control Agreement such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountAccount as long as such Event of Default is continuing, and the Collateral Agent agrees that promptly after such Event of Default shall have ceased to exist in accordance with the terms of the Indenture or Additional Secured Agreement and the Issuer has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall use commercially reasonable efforts to deliver written notice to the Bank rescinding the applicable instruction or notice, at which point the Pledgor’s right to give any instructions or orders with respect to such Deposit Account shall be reinstated. No Pledgor shall grant Control of any Deposit Account (other than any Excluded Account) to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 13 to the Perfection Certificate. The Within forty-five (45) days after the Closing Date (or such longer period of time as agreed to by the Administrative Agent has in its sole discretion), the Administrative Agent will have a first priority security interest in each such Deposit Account (other than Excluded Deposit Accounts)Account, which security interestinterest will be, when required by Section 6.17 upon the execution and delivery of the Credit Agreement, will be a Deposit Account Control Agreement with respect thereto perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account with any Bank unless (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. At any time such requirements apply, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereofClosing Date, each Pledgor hereby represents and warrants that no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 16(a) to the Perfection Certificate. The Administrative Collateral Agent has shall have a security interest valid, enforceable, perfected first priority Lien under applicable U.S. state law (subject to Permitted Liens) in each such Deposit Account (other than an Excluded Deposit AccountsAccount), which security interest, when required by Section 6.17 of the Credit Agreement, will be interest is perfected by ControlControl (other than perfection with respect to the Excluded Accounts); provided that if, despite the use of commercially reasonable efforts, the Pledgors are unable to provide for such perfection by Control in any such Deposit Account on the Closing Date, the Pledgors shall continue to use commercially reasonable efforts to provide for perfection by Control in all such Deposit Accounts within 60 days (or such longer period as the Collateral Agent may approve in its sole discretion) following the Closing Date. No Pledgor shall hereafter establish and maintain any Deposit Account (other than an Excluded Account) unless (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such applicable Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice . The provisions of this Section 3.4(d) shall have been given by the Administrative Agent not apply to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to Accounts for which the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountCollateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account (other than (x) Liens arising under Legal Requirements with respect to any Deposit Account which is an Excluded Account pursuant to clause (iii) or (iv) of the definition thereof, and (y) Liens arising under documents establishing or related to the fiduciary or trust purpose of any Deposit Account which is an Excluded Account pursuant to clause (v) of the definition thereof) to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereofClosing Date, each Pledgor hereby represents and warrants that no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 16(a) to the Perfection Certificate. The Administrative Collateral Agent has shall have a security interest valid, enforceable, perfected first priority Lien under applicable U.S. state law (subject to Permitted Liens) in each such Deposit Account Account, which security interest is perfected by Control (other than perfection with respect to the Excluded Deposit Accounts); provided that if, which security interestdespite the use of commercially reasonable efforts, when required the Pledgors are unable to provide for such perfection by Section 6.17 of Control in any such Deposit Account on the Credit AgreementClosing Date, will be perfected the Pledgors shall continue to use commercially reasonable efforts to provide for perfection by ControlControl in all such Deposit Accounts within 60 days (or such longer period as the Collateral Agent may approve in its sole discretion) following the Closing Date. No Pledgor shall hereafter establish and maintain any Deposit Account (other than an Excluded Account) unless (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such applicable Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice . The provisions of this Section 3.4(d) shall have been given by the Administrative Agent not apply to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to Accounts for which the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountCollateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account (other than (x) Liens arising under Legal Requirements with respect to any Deposit Account which is an Excluded Account pursuant to clause (iii) or (iv) of the definition thereof, and (y) Liens arising under documents establishing or related to the fiduciary or trust purpose of any Deposit Account which is an Excluded Account pursuant to clause (v) of the definition thereof) to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 13 to the Perfection Certificate. The Administrative Agent has a first priority security interest in each such Deposit Account (other than Excluded Deposit Accountsthe Collateral Account (as such term is defined in the Senior Secured Notes Indenture), which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by Controlsubject as to priority only to Permitted Liens. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given give the Administrative Agent 10 days’ prior prompt written notice of its intention to establish that such new Deposit Account has been established with a Bank and (2) such Bank and Bank, such Pledgor and the Administrative Agent shall within thirty (30) days of the date of acquisition of such Deposit Account have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account, such time to be extended in the Administrative Agent’s reasonable sole discretion. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless a Cash Dominion Event or an Event of Default has occurred and is continuing, and notice . The provisions of this Section 3.4(b) shall have been given by not apply to Deposit Accounts (i) for which the Administrative Agent is the Bank, (ii) for which all of the funds on deposit are used for funding (w) payroll, (x) 401(K) and other retirement plans and employee benefits, including rabbi trusts for deferred compensation, (y) health care benefits and (z) escrow arrangements (e.g., environmental indemnity accounts), (iii) (not already subject to the Borrower provisions of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends this paragraph) with an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy aggregate average daily balance of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any all funds in all such Deposit Accountother deposit accounts for all U.S. Borrowers and U.S. Subsidiary Guarantors not in excess of $10,000,000 at any time and (iv) located outside of the United States. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 15 annexed to the Perfection Certificate. The Administrative Certificate and (ii) the Collateral Agent has a perfected first priority security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of listed in Schedule 7.01(xiv)(c) to the Credit Agreement, will be perfected Agreement by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Administrative Collateral Agent 10 15 days’ ' prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account, unless such requirement is waived by the Collateral Agent. Each Pledgor agrees that at the time it establishes any additional Deposit Accounts it shall enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to such Deposit Account, unless such requirement is waived by the Collateral Agent. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice . The provisions of this Section 3.4(b) shall have been given by the Administrative Agent not apply to the Borrower Collateral Account or to any other Deposit Accounts for which the Collateral Agent is the Bank. Without the prior written consent of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account includingCollateral Agent, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No no Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As Each Pledgor hereby represents and warrants that (i) as of the date hereof, no each Pledgor has does not maintain any Deposit Accounts in which the Pledgors maintain an average daily balance in excess of $1,000,000, individually or in the aggregate, other than Excluded Deposit Accounts and those the accounts listed in on Schedule 11 15(a) to the Perfection Certificate. The Administrative Agent has , (ii) as of the date hereof, each applicable Pledgor and the relevant Bank(s) have executed and delivered a security interest in each such Deposit Account Control Agreement with respect to each of the Deposit Accounts (other than Excluded Accounts) listed on Schedule 15(a) to the Perfection Certificate or the Pledgors have closed such accounts, and (iii) upon the execution and delivery of such Deposit Accounts)Account Control Agreements, which the Collateral Agent shall have a valid, enforceable, perfected first priority security interest, when required by Section 6.17 of the Credit Agreement, will be perfected interest (subject to Permitted Collateral Liens) in such Deposit Accounts by Control. No Pledgor shall hereafter establish and maintain any Deposit Account (other than any Excluded Account) in which the Pledgors customarily maintain an average daily balance in excess of $1,000,000, individually or in the aggregate, unless (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor shall have (or promptly thereafter, but in any event, within 30 days from such date or such longer period as may be agreed to by the Collateral Agent in writing in its sole discretion) duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement (or an amendment to an existing Deposit Account Control Agreement) with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuingcontinuing or, and notice after giving effect to any withdrawal, would occur. The provisions of this Section 3.4(b) shall have been given by the Administrative Agent not apply to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy Accounts for which the Collateral Agent is the Bank. As of such instruction the date hereof and until the termination of this Agreement pursuant to Section 11.4, no Pledgor has granted or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account (including any Excluded Account) to any person other than (i) the Administrative Collateral Agent and or (ii) subject to the Intercreditor Agreement, the Second Lien Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 13 to the Perfection Certificate. The Within forty-five (45) days after the Closing Date (or such longer period of time as agreed to by the Administrative Agent has in its sole discretion), the Administrative Agent will have a first priority security interest in each such Deposit Account (other than Excluded Deposit Accounts)Account, which security interestinterest will be, when required by Section 6.17 upon the execution and delivery of the Credit Agreement, will be a Deposit Account Control Agreement Table of Contents with respect thereto perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account with any Bank unless (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. At any time such requirements apply, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 13 to the Perfection Certificate. The Administrative Agent has a first priority security interest in each such Deposit Account (other than Excluded Deposit Accounts)Account, which security interestinterest will be, when upon the execution and delivery of a Deposit Account Control Agreement with respect thereto (which execution and delivery is required by Section 6.17 to be effected within 45 days from the date hereof (which deadline may be extended, in the sole discretion of the Credit AgreementAdministrative Agent, will be to up to 270 days from the date hereof)) perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Administrative Agent 10 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Administrative Agent and (23) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. The requirements in the preceding two sentences shall not apply to Deposit Accounts (i) in which no Pledgor at any time maintains, or reasonably expects to maintain, a balance in excess of $100,000 or (ii) with a Bank at which the Pledgors do not at any time maintain, or reasonably expect to maintain, a balance in excess of $500,000 in the aggregate. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Second Lien Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor hereof each Grantor has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed on Schedule V. From and after the date occurring 60 days from the date hereof, or in Schedule 11 to the Perfection Certificate. The Administrative Agent has a security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 case of the Credit Agreement, will be perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it which was an Excluded Account but ceases to constitute same, 30 days after such cessation, or in each case, such longer period as is acceptable to the Collateral Agent, each Grantor shall have given use commercially reasonable efforts to cause each of such Deposit Accounts to be subject to the Administrative terms of a fully executed Deposit Account Control Agreement. Each applicable Grantor will give prompt notice to the Collateral Agent 10 days’ prior written notice of its intention to establish such upon establishing a new Deposit Account with a Bank and bank. Such Grantor shall use commercially reasonable efforts to, within 30 days after the establishment or maintenance of any Deposit Account referred to in the preceding sentence (2) or such Bank longer period as is agreed by the Collateral Agent), such bank and such Pledgor Grantor shall have duly executed execute and delivered deliver to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Collateral Agent agrees with each Pledgor Grantor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor Grantor with respect to funds from time to time credited to any Deposit Account unless or give any notice of sale or exclusive control over any Deposit Accounts except upon the occurrence of an Event of Default has occurred and that is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor Grantor shall grant Control of any Deposit Account to any person other than the Administrative Collateral Agent. The provisions of this Section 4.06 shall not apply to (1) any Deposit Accounts for which the Collateral Agent is the Bank, (2) any Deposit Accounts (and the Notes Collateral Agentcash and Cash Equivalents therein) specifically and exclusively used for (x) payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of any Grantor’s employees and accrued and unpaid employee compensation (including salaries, wages, benefits and expense reimbursements), (y) all taxes required to be collected or withheld (including, without limitation, federal and state withholding taxes (including the employer’s share thereof), taxes owing to any governmental unit thereof, sales, use and excise taxes, customs duties, import duties and independent customs brokers’ charges), and other taxes for which any Grantor may become liable or (z) accounts used as collateral to satisfy potential obligations permitted by Section 8.01(l) of the Credit Agreement and (3) any Deposit Accounts which individually, or in the aggregate, do not have more than $50,000 on deposit therein for any period of more than five Business Days (each an “Excluded Account”).

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 15 annexed to the Perfection Certificate. The Administrative Certificate and (ii) the Collateral Agent has a perfected first priority security interest in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of listed in Schedule 15 annexed to the Credit Agreement, will be perfected Perfection Certificate by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Administrative Collateral Agent 10 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (23) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account, provided that, Pledgors shall not be required to deliver Control Agreements with respect to the Deposit Account established at Commercial Bank (Account No. 9041009266) and any xxxxx cash account if the aggregate amount of deposits in all such Deposit Accounts does not exceed $1.0 million at any one time outstanding. Each Pledgor agrees that at the time it establishes any additional Deposit Accounts it shall enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice . The provisions of this Section 3.4(b) shall have been given by the Administrative Agent not apply to the Borrower of its intent Collateral Account or to exercise such rights. Each Pledgor agrees that once any other Deposit Accounts for which the Administrative Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to is the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit AccountBank. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 15 annexed to the Perfection Certificate. The Administrative Certificate and (ii) the Collateral Agent has a perfected first priority security interest in each Deposit Account listed in Schedule 3.4(b) annexed hereto by Control, other than those designated therein as "Not Subject to a Control Agreement as of the Closing Date"; provided that the aggregate amount on deposit in or credited to Deposit Accounts that are not subject to a Control Agreement shall not exceed (A) prior to February 28, 2004, an amount equal to $500,000 in the aggregate for all such Deposit Account Accounts at any time outstanding or (other than Excluded B) from and after February 28, 2004, an amount equal to $100,000 in the aggregate for all such Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by ControlAccounts at any time outstanding. No Pledgor shall hereafter establish and or maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Administrative Collateral Agent 10 30 days’ ' prior written notice of its intention to establish such new Deposit Account with a Bank and bank, (2) such Bank bank shall be reasonably acceptable to the Collateral Agent and (3) such bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. Each Pledgor agrees that at the time it establishes any additional De- posit Accounts it shall enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than Excluded Deposit Accounts and those the accounts listed in Schedule 11 14 to the Perfection Certificate. The Administrative Collateral Agent has a first priority security interest in each such Deposit Account (other than Excluded Deposit Accounts)Account, which security interest, when required by Section 6.17 of the Credit Agreement, will be interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Administrative Collateral Agent 10 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (23) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to such Deposit AccountAccount (unless Collateral Agent shall have waived such requirement in writing). The Administrative Collateral Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, and notice shall have been given by the Administrative Agent to the Borrower . The provisions of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accountsthis Section 3.4(b) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give apply to (i) Deposit Accounts specially and exclusively used as trust accounts for the benefit of Pledgor’s customers if all or any instructions portion of the proceeds on deposit therein are for the benefit of one or orders with respect more customers of a Pledgor, (ii) Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to such or for the benefit of a Pledgor’s employees, (iii) the LC Account or (iv) to any other Deposit Account including, without limitation, instructions Accounts for distribution or transfer of any funds in such Deposit Accountwhich the Collateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent and the Notes Collateral Agent.

Deposit Accounts. As Each Pledgor hereby represents and warrants that (i) as of the date hereof, no such Pledgor has neither opened nor maintains any Deposit Accounts in which the Pledgors maintain an average daily balance in excess of $100,000, individually or in the aggregate, other than Excluded Deposit Accounts and those the accounts listed in on Schedule 11 16(a) to the Perfection Certificate. The Administrative , (ii) such Pledgor and each applicable Bank has executed and delivered, or, to the extent it has not already done so on the date hereof, shall execute and deliver in accordance with Section 5.15 of the Credit Agreement, a Deposit Account Control Agreement substantially in the form set forth in Exhibit 5 hereto or such other form that is reasonably satisfactory to the Collateral Agent with respect to each Deposit Account of such Pledgor listed on Schedule 16(a) to the Perfection Certificate other than (1) Excluded Accounts and (2) the Monaco Account (as defined in Schedule 16(a) to the Perfection Certificate), and (iii) the Collateral Agent has a valid and enforceable perfected first priority security interest (subject to Permitted Liens) in each such Deposit Account (other than Excluded Deposit Accounts), which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by Control. No Pledgor shall hereafter establish and maintain any Deposit Account with respect to which such Pledgor is required to enter into a Deposit Account Control Agreement pursuant to clause (ii) above unless (1A) it the applicable Pledgor shall have given the Administrative Collateral Agent 10 daysat least five Business Days’ (or such shorter period as may be agreed to in writing by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Deposit Account with a Bank, (B) such Bank shall be reasonably acceptable to the Collateral Agent and (2C) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Collateral Agent a Deposit Account Control Agreement (or an amendment to an existing Deposit Account Control Agreement) with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuingcontinuing or, and notice shall have been given by the Administrative Agent after giving effect to the Borrower any withdrawal, would occur. The provisions of its intent to exercise such rights. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accountsthis Section 3.4(b) (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give apply to (x) any instructions Excluded Accounts or orders with respect to such (y) any Collateral Account or any other Deposit Account including, without limitation, instructions Accounts for distribution or transfer of any funds in such Deposit Accountwhich the Collateral Agent is the Bank. No Pledgor has granted or shall grant Control of any Deposit Account to any person Person other than the Administrative Agent and the Notes Collateral Agent.