Common use of Deposit Accounts Clause in Contracts

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion), the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the 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 Collateral Agent agrees with each Pledgor that the 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 provisions of this Section 3.4(b) shall not apply to the LC Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent.

Deposit Accounts. As Upon the request of the date hereofAgent, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 Borrower shall, and shall cause its relevant Subsidiaries and the relevant depository financial institutions, to the Perfection Certificate. Within 45 days after the Closing Date (execute, deliver and/or file or record such longer period additional Security Documents as the Collateral Agent may agree in its sole discretion), the Collateral Agent shall have deem necessary or advisable from time to time to maintain, create and perfect a first priority security interest in each such Deposit Account, which security interest is perfected by Control favor of the Agent in all "deposit accounts" (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, defined in the aggregate, contain no more than 15% Uniform Commercial Code) of total cash of the Borrower and its Subsidiaries (other than the Special Purpose Subsidiary and the Letter-of-Credit Subsidiary) in existence on the Third Amendment Effective Date and all after-acquired deposit accounts in which the Borrower or any of its Subsidiaries (other than the Special Purpose Subsidiary and the Letter-of-Credit Subsidiary) maintains a balance in excess of $50,000.00; provided, however, that no mandatory cash sweeps shall be required at any time). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, time when no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the 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 Collateral Agent agrees with each Pledgor that the 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 provisions of this Section 3.4(b) shall not apply ; and provided further that the Borrower and its Subsidiaries shall, within 45 days after the Third Amendment Effective Date, deliver control agreements in form and substance satisfactory to the LC Account. No Pledgor shall grant Control Agent and the relevant depository financial institutions and signed by the respective account holder and depository financial institution with respect to all deposit accounts of any Deposit Account to any person the Borrower and its Subsidiaries (other than the Collateral AgentSpecial Purpose Subsidiary and the Letter-of-Credit Subsidiary) in existence on the Third Amendment Effective Date. No Pledgor After the Third Amendment Effective Date, the Borrower and its Subsidiaries shall revise or revoke not open any instructions deposit account (other than any account relating to the operation of a Bank under any Deposit Account Control Agreement without Station in which the written consent of balance does not exceed $50,000.00) unless the Collateral AgentBorrower shall have delivered to the Agent a control agreement in form and substance satisfactory to the Agent and the relevant depository financial institutions and signed by the respective account holder and depository financial institution with respect to such deposit account.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the Excluded Deposit Accounts and those accounts listed in Schedule 14 11 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the Collateral The Administrative Agent may agree in its sole discretion), the Collateral Agent shall have has a first priority security interest in each such Deposit AccountAccount (other than Excluded Deposit Accounts), which security interest is interest, when required by Section 6.17 of the Credit Agreement, will be perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Administrative Agent 30 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, Bank and (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Administrative 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 Collateral Administrative Agent agrees with each Pledgor that the Collateral 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. The provisions 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 this Section 3.4(bsuch instruction or notice to the Borrower) such Pledgor shall not apply give any instructions or orders with respect to the LC 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 Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without Administrative Agent and the written consent of the Notes Collateral Agent.

Deposit Accounts. As of the date hereof, no Such Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed in Schedule 14 17 annexed to the Perfection Certificate. Within 45 days after the Closing Date Certificate and, (or such longer period ii) except as the Collateral Agent may agree in its sole discretion)otherwise agree, the Collateral Agent shall have has a perfected first priority security interest in each such Deposit Account, which security interest is perfected by Control (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 listed in Schedule 17 annexed to the Collateral Agent’s Perfection Certificate by 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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Collateral Agent 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, (2) such Bank shall be reasonably acceptable to the Collateral Agent and and, (3) except as the Collateral Agent may otherwise agree, such Bank and such Pledgor shall have duly executed and delivered to the 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 substantially in clause (i) the form of Exhibit 5 annexed hereto 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 reasonably satisfactory to the Collateral Agent’s Control. 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 Collateral Agent agrees with each Pledgor that the 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, if the Collateral Agent is the Bank, the Collateral Agent may take such actions pursuant to the operating agreement(s) governing such Deposit Account). The provisions of this Section 3.4(b) shall not apply to the LC Collateral Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Notwithstanding the foregoing, each applicable Pledgor shall, and shall revise or revoke any instructions 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 Bank later date), to the extent required under any Deposit Account 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 Agreement without the written consent of 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 (a) Upon request of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion)following the occurrence of an Unmatured Event of Default or Event of Default, the Collateral Agent each Grantor shall have enter into a Control Agreement to create a perfected first priority security interest by Control in each Deposit Account listed in Schedule 17 of the Perfection Certificate and each Deposit Account thereafter acquired after the date hereof (other than such Deposit Account, Accounts in which the granting of a security interest is perfected by and entering into a Control (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 Agreement with respect to such Deposit Account is swept daily to prohibited by, and would result in a Deposit Account subject to default under, any Permitted Receivables or Factoring Financing). Following 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, request set forth in the aggregatepreceding sentence, contain no more than 15% of total cash of Borrower and its Subsidiaries at Grantor shall thereafter establish any time). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Grantor shall have given the Collateral Agent 30 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 Collateral Agent and (3) such Bank and such Pledgor Grantor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Pledgor such that the Collateral Agent shall hereafter establish and maintain an Excluded receive a first priority security interest by Control in such new Deposit Account referenced in clause and (i3) 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 is acceptable to the Collateral Agent’s Control. No Grantor shall grant Control of any Deposit Account to any Person other than the Collateral Agent. (b) Upon request following the occurrence of an Unmatured Event of Default or Event of Default, each Grantor shall grant a security interest by Control to create a perfected security interest in all Securities Accounts and Commodity Accounts (other than such Securities Accounts or Commodity Accounts in which the granting of a security interest and entering into a Control Agreement with respect to such Securities Accounts or Commodity Accounts is prohibited by Requirements of Law). (c) Following the request set forth in the preceding sentence, (i) no Grantor shall establish or maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless such Grantor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be; and (ii) each Grantor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any cash or Investment Property and any new securities, instruments, documents or other property by reason of ownership of the Investment Property received by it into a Securities Account or Commodity Account subject to such Control Agreement in favor of the Collateral Agent. The Collateral Agent agrees with each Pledgor Grantor that the Collateral Agent shall not give any Entitlement Orders or instructions directing the disposition of funds from time to time credited or directions to any Deposit Account issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights from by such Pledgor with respect to funds from time to time credited to any Deposit Account Grantor, unless an Event of Default has occurred and is continuing. The provisions of this Section 3.4(b) shall not apply , or, after giving effect to the LC Accountany such investment and withdrawal rights, would occur. No Pledgor Grantor shall grant Control of control over any Deposit Account Investment Property to any person Person other than the Collateral Agent. No Pledgor Notwithstanding anything to the contrary in this subsection (c), in no event shall revise or revoke the foregoing include any instructions to a Bank under any Deposit Account Control Agreement without “Collateral” as defined in the written consent of the Collateral AgentPledge Agreements.

Deposit Accounts. As of the date hereof, the Grantors have no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 5 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the The Collateral Agent may agree in its sole discretion), the Collateral Agent shall have has a first priority security interest in each such Deposit AccountAccount specified on Schedule 5 to the Perfection Certificate hereto, which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other other than in the case of an Excluded Deposit Account or a Deposit Account that is Excluded Property) is perfected by Control by virtue of execution and delivery of a Control Agreement in favor of the Collateral Agent with respect to each such Deposit Account. Subject to the Intercreditor Agreements and subject to Sections 2.22 and 5.13 of the Credit Agreement, no Pledgor Grantor shall hereafter establish and or maintain any Deposit Account (other than an Excluded Deposit Account) unless (1) it shall have given such account is with the Collateral Agent 30 days’ prior written notice (or an affiliate thereof) or, as permitted pursuant to Sections 2.22 and 5.13 of its intention to establish such new the Credit Agreement, JPMorgan, and (A) in the case of Deposit Accounts established and maintained with the Collateral Agent, contemporaneously with (i) the establishment thereof or (ii) in the case of any Deposit Account which ceases to qualify as an Excluded Deposit Account in accordance with the definition of “Excluded Deposit Account” promptly after such time that such Deposit Account ceases to be an Excluded Deposit Account, such Grantor enters into a Bank, (2) such Bank shall be reasonably acceptable to Control Agreement in favor of the Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Pledgor shall hereafter establish Account and maintain an Excluded (B) in the case of Deposit Account referenced in clause (i) or (ii) Accounts maintained with JPMorgan as permitted pursuant to Sections 2.22 and 5.13 of the definition thereof unless Credit Agreement, such Pledgor shall have issued sweep instructions directing the bank to sweep funds from the Excluded Deposit Account to a Deposit Account Accounts are subject to the Collateral Agent’s ControlControl Agreements set forth on Schedule 3.2(b) until such Deposit Accounts are closed by the applicable Grantor. The Collateral Agent agrees with each Pledgor that Subject to the Intercreditor Agreements, the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account (excluding Excluded Deposit Accounts) or withhold any withdrawal rights from such Pledgor the Grantors with respect to funds from time to time credited to any Deposit Account (excluding Excluded Deposit Accounts) unless an a Trigger Event of Default has occurred and is continuing, and upon the cure or waiver of such Trigger Event, the Collateral Agent shall deliver a notice rescinding such instructions and thereupon control of such Deposit Account shall revert to the Grantors. The provisions Subject to the terms of this Section 3.4(b) the Intercreditor Agreements, the Grantors shall not apply grant or purport to the LC Account. No Pledgor shall grant Control of any Deposit Account (excluding Excluded Deposit Accounts or any Deposit Account that constitutes Excluded Property) to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions Agent or, prior to a Bank under any Deposit Account Control Agreement without the written consent of Term Loan Termination Date, the Collateral AgentTerm Loan Administrative Agent (as collateral agent and bailee for the ABL/SOA Secured Parties pursuant to the Term-ABL Intercreditor Agreement).

Deposit Accounts. As of the date hereofFor each Deposit Account that any Pledgor at any time opens or maintains, no such Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as shall promptly notify the Collateral Agent may thereof and either (A) pursuant to a Control Agreement cause the applicable depository Bank to agree in its sole discretion), to comply at any time with instructions from the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the 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 Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions 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 or after giving effect to any withdrawal that would occur and (y) the Collateral Agent shall promptly deliver notice to the applicable depository Bank rescinding any notice of sole control or any similar instructions at such time as an Event of Default is no longer continuing. The provisions of this Section 3.4(b3.04(b) shall not apply to the LC AccountCollateral Account or to any other Deposit Accounts for which the Collateral Agent is the depository or as set forth in clause (ii) below. No Pledgor The Collateral Agent shall grant Control deliver a copy of any Deposit Account notice of sole control or similar instructions to any person other than the applicable Pledgor simultaneously with the delivery of such notice to the applicable depository Bank; provided that failure to deliver such notice shall not limit the Collateral Agent. No Pledgor shall revise 's right to take such action or revoke the validity of any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agentsuch action.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after With respect to each such Deposit Account, as of the Closing Date (or such longer period as 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 may agree in its sole discretion), the Collateral Agent shall have has a first priority First Priority security interest in each such Deposit AccountAccount (other than Excluded Deposit Accounts), which security interest is (or, 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) perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Pledgor shall hereafter establish and maintain an Account (other than 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 Accounts and Deposit Accounts constituting Excluded Deposit Account to a Deposit Account subject to the Collateral Agent’s ControlCollateral). The Collateral Agent agrees with each Pledgor that the 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 continuingno subsequent Cash Dominion Recovery Event has occurred. The provisions of this Section 3.4(b) two immediately preceding sentences shall not apply to any Deposit Accounts for which the LC 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 Collateral Agent. No Pledgor shall revise or revoke any instructions , (ii) subject to a Bank under the terms of the Intercreditor Agreement, the Term Loan Collateral Agent and (iii) in respect of any Deposit Account Control Agreement without the written consent that holds only deposits posted by customers described in clause (j) of the Collateral Agentdefinition of Excluded Collateral, such customers.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after With respect to each such Deposit Account, as of the Closing Date (or such longer period as 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 may agree in its sole discretion), the Collateral Agent shall have has a first priority First Priority security interest in each such Deposit AccountAccount (other than Excluded Deposit Accounts), which security interest is (or, 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) perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Pledgor shall hereafter establish and maintain an Account (other than 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 Accounts and Deposit Accounts constituting Excluded Deposit Account to a Deposit Account subject to the Collateral Agent’s ControlCollateral). The Collateral Agent agrees with each Pledgor that the 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 provisions of this Section 3.4(b) two immediately preceding sentences shall not apply to any other Deposit Accounts for which the LC AccountCollateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account that is not an Excluded Deposit Account to any person Person other than (i) the Collateral Agent. No Pledgor shall revise or revoke any instructions , (ii) subject to a Bank under the terms of the Intercreditor Agreement, the Revolving Credit Agents and (iii) in respect of any Deposit Account Control Agreement without the written consent that holds only deposits posted by customers described in clause (j) of the Collateral Agentdefinition of Excluded Collateral.

Deposit Accounts. As of the date hereof, no Pledgor has hereof (i) it does not maintain any Deposit Accounts other than the accounts listed in Schedule 14 15 annexed to the Perfection Certificate. Within 45 days after Certificate and (ii) with respect to each Deposit Account in which the Closing Date (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 longer period as the Collateral Agent may agree in its sole discretion)Deposit Account, the Collateral Agent shall will have a perfected first priority security interest in each such Deposit Accountby Control, which the Administrative Agent has or will have a perfected second priority security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than After the payment in full of the case Revolving Credit Indebtedness and the termination of an Excluded Deposit Accountthe Revolving Credit Documents, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Collateral Administrative Agent 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 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 Collateral 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. No Pledgor shall hereafter establish and maintain an Excluded Deposit Account referenced in clause (i) or (ii) grant Control of the definition thereof unless such Pledgor shall have issued sweep instructions directing the bank to sweep funds from the Excluded any Deposit Account to a any Person other than the Administrative Agent or the Revolving Credit Agent. With respect to any Deposit Account subject to for which the Collateral Agent’s Control. The Collateral 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 Collateral 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. The provisions of this Section 3.4(b) shall not apply to the LC Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the The Collateral Agent may agree in its sole discretion), the Collateral Agent shall have has a first priority First Priority security interest in each such Deposit AccountAccount (other than Excluded Deposit Accounts), which security interest is (or, 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) perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Pledgor shall hereafter establish and maintain an Account (other than 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 ControlAccounts). The Collateral Agent agrees with each Pledgor that the 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 continuingno subsequent Cash Dominion Recovery Event has occurred. The provisions of this Section 3.4(b) two immediately preceding sentences shall not apply to the LC AccountAccount or to any other Deposit Accounts for which the Collateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions Agent and, subject to a Bank under any Deposit Account Control Agreement without the written consent terms of the Collateral AgentIntercreditor Agreement, Term Loan Agents.

Deposit Accounts. (i) As of the date hereof, no each Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed in Schedule 14 16 annexed to the Perfection Certificate. Within 45 days after Certificate (the Closing Date “Existing Accounts”) and (or such longer period 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 Collateral Agent may agree in its sole discretion)Controlled Accounts, the Collateral Administrative Agent shall will have a perfected first priority security interest in each such Deposit Account, which security interest is perfected Controlled Accounts by Control (except for those Deposit Accounts (the “Excluded Deposit Accounts”) Control. Each Pledgor agrees that it shall (i) for which Control is prohibited by Governmental Authority so long as deposit all amounts collected in the balance ordinary course of each such Deposit Account is swept daily to a Deposit Account subject to its business into the Collateral Agent’s ControlExisting Accounts, (ii) the available balance of which is swept daily to a Deposit Account subject sweep all such amounts (other than amounts up to the Collateral Agent’s Control or Maximum Amount) into a Controlled Account every day and (iii) maintain and operate the balance of which is not swept daily to a Controlled Accounts and no other Deposit Account subject to serving the Collateral Agent’s Control and which, function of the Controlled Accounts into which amounts collected in the aggregate, contain no more than 15% ordinary course of total cash of Borrower and its Subsidiaries at any time)business are swept. No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, 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 Collateral Administrative Agent 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 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 Collateral Administrative Agent a Deposit Account Control Agreement (or an amendment to an existing Deposit Account Control Agreement) with respect to such Deposit Account. No Each Pledgor agrees that at the time it establishes any additional Deposit Accounts, upon the Administrative Agent’s reasonable request, it shall hereafter establish enter into a duly authorized, executed and maintain an Excluded delivered Deposit Account referenced in clause Control Agreement (i) or (ii) of the definition thereof unless such Pledgor shall have issued sweep instructions directing the bank an amendment to sweep funds from the Excluded an existing Deposit Account Control Agreement) with respect to a such Deposit Account subject to the Collateral Agent’s ControlAccount. The Collateral Administrative Agent agrees with each Pledgor that the Collateral 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 LC AccountCollateral Account or to any other Deposit Accounts for which the Administrative Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Administrative Agent.

Deposit Accounts. As of the date hereof(a) The Borrower shall cause, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 within 90 days after the Closing Date Date, all payments in respect of any Loan Assets (or net of any portion thereof attributable to any portion of such longer period as Loan Assets beneficially owned by third parties) included in the Collateral to be directed to deposit accounts maintained by the Collateral SPVs with the Administrative Agent may agree in its sole discretion(each such account a “Collateral SPV Deposit Account”), and all payments on account of assets owned by the Collateral LLCs (net of any portion thereof attributable to any portion of such assets beneficially owned by third parties) to be directed to deposit accounts maintained by the Collateral LLCs with the Administrative Agent shall have a first priority security interest in (each such account a “Collateral LLC Deposit Account”). (b) The Borrower shall cause each Collateral LLC to transfer all such amounts held in any Collateral LLC Deposit Account, which security interest is perfected by Control within 5 Business Days of receipt thereof, to a Collateral SPV Deposit Account and any such transfer shall be deemed to be a cash dividend or distribution on account of the Capital Stock (except as defined in the Collateral Trust Agreement) of such Collateral LLC for those purposes of determining the Collateral (including for the avoidance of doubt, the application of proceeds pursuant to Section 5.3 of the Security Agreement). Other than the transfer of all such amounts held in any Collateral LLC Deposit Account pursuant to the preceding sentence, the Loan Parties shall have no right to withdraw or otherwise direct disposition of funds in any Collateral LLC Deposit Account. (c) Any amounts held in Collateral SPV Deposit Accounts (may be released to or as directed by the “Excluded Deposit Accounts”) Collateral SPVs on a daily basis except in the following cases: (i) if a Material Default or Event of Default shall have occurred and be continuing on any such date, the amounts held in the Collateral SPV Deposit Accounts may only be used for which Control is prohibited by Governmental Authority so long (x) payments and prepayments of the Loans as the balance of each such Deposit Account is swept daily to a Deposit Account subject provided for hereunder, and (y) transfers to the Collateral Agent’s Control, (ii) the available balance of which is swept daily to a Deposit Account subject to maintained under 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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Trust Agreement with respect to such Deposit Account. No Pledgor shall hereafter establish and maintain an Excluded Deposit Account referenced in clause (i) or (ii) if a Principal Collateral Payment Event shall have occurred and be continuing on any such date, Principal Collateral Payments shall be released from the Collateral SPV Deposit Accounts solely for application toward the prepayment of the definition thereof unless such Pledgor shall have issued sweep instructions directing the bank Loans in accordance with Section 2.12. The Borrower hereby agrees that (A) it will not request, and will not permit any Collateral SPV or Collateral LLC to sweep funds request, any withdrawals from the Excluded Deposit Account accounts described in this Section 5.8 not permitted hereunder and under the terms of the Security Agreement and (B) JPMorgan Chase Bank, N.A. shall not be required to a Deposit Account subject release any amounts requested in violation of the terms hereof or of the Security Agreement and shall not be liable to the Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give Borrower or any instructions directing the disposition of funds from time Affiliate thereof for such failure to time credited to release 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 LC Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agentfunds.

Deposit Accounts. As of the date hereof(a) The Grantors, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after extent required by the Closing Date (or such longer period as the Collateral Agent ABL Credit Agreement, may agree in its sole discretion), the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest is perfected by Control (except for those Deposit Accounts from time to time establish deposit accounts (the “Excluded Deposit Accounts”) (i) for with certain depositary banks in which Control is prohibited by Governmental Authority so long as collections from Inventory and Accounts may be deposited. To the balance of each extent that any such Deposit Account is swept daily to a Deposit Account subject to under the Collateral Agent’s Control, (ii) control of 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 ABL Agent at any time, the ABL Agent will act as gratuitous bailee for each Pari Term Loan Debt Agent for the purpose of perfecting the Liens of the Pari Term Loan Debt Secured Parties in such Deposit Accounts and the cash and other assets therein as provided in Section 3.01 (but will have no duty, responsibility or obligation to the Pari Term Loan Debt Secured Parties (including, without limitation, any duty, responsibility or obligation as to the maintenance of such control, the effect of such arrangement or the establishment of such perfection). No Pledgor Unless the Junior Liens on such ABL First Lien Collateral shall change have been or concurrently are released, after the instructions directing occurrence of Discharge of Senior Secured Debt Obligations, the daily sweep ABL Agent shall, to the extent that the same are then under the sole dominion and control of amounts the ABL Agent and that such action is otherwise within the power and authority of the ABL Agent pursuant to the ABL Documents, at the request of any Pari Term Loan Debt Agent, cooperate with Grantors and the other Pari Term Loan Debt Agents (at the expense of the Grantors) in the Excluded permitting control of any Deposit Accounts to Deposit Accounts subject be transferred to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account unless Controlling Term Loan Debt Agent (1) it shall have given the Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement or for other arrangements with respect to each such Deposit Account. No Pledgor shall hereafter establish Accounts satisfactory to each Pari Term Loan Debt Agent to be made): (b) The Grantors, the Representatives, the Secured Parties and maintain an Excluded Deposit Account referenced in clause (i) or (ii) all other-parties hereto agree that only proceeds of the definition thereof unless such Pledgor shall have issued sweep instructions directing Term Loan First Lien Collateral may be deposited in the bank Collateral Proceeds Account and agree to sweep funds from the Excluded Deposit Account take all other actions necessary to a Deposit Account subject give effect to the Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that the 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 provisions intent of this Section 3.4(b) 3.02(b). Without limiting the generality of the foregoing, each Pari Term Loan Debt Agent hereby agrees that if the Collateral Proceeds Account contains any proceeds of the ABL First Lien Collateral, it shall not apply hold such proceeds in trust for the ABL Secured Parties and transfer such proceeds the ABL Secured Parties reasonably promptly after obtaining actual knowledge or notice from the ABL Secured Parties that it has possession of such proceeds in accordance with Section 2.04(b). Each Pari Term Loan Debt Agent shall give written notice to the LC Account. No Pledgor shall grant Control of any Deposit Account to any person other than ABL Agent identifying the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral AgentProceeds Account.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the The Collateral Agent may agree in its sole discretion), the Collateral Agent shall have has a first priority security interest in each such Deposit Account, which security interest is shall (other than with respect to Excluded Deposit Accounts and subject to the Intercreditor Agreement ) be perfected by Control before the day that is ninety (except for those Deposit Accounts 90) calendar days after the occurrence of the Closing Date (the “Excluded Deposit Accounts”) (i) for which Control is prohibited by Governmental Authority so long or such later time 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, Agent may in the aggregate, contain no more than 15% of total cash of Borrower and its Subsidiaries at any timediscretion agree). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account (other than Excluded Deposit Accounts) unless (1) it shall have given the Collateral Agent 30 days’ 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, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Pledgor shall hereafter establish and maintain an ; provided that, in the case of any Deposit Account (other than Excluded Deposit Account referenced in clause (iAccounts) or (ii) acquired by any Pledgor pursuant to a Permitted Acquisition, the security interest of the definition thereof unless 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 Pledgor shall have issued sweep instructions directing the bank to sweep funds from the Excluded Deposit Account to a Deposit Account subject to Permitted Acquisition (or such later time as the Collateral Agent’s ControlAgent may in its discretion agree). The Collateral Agent agrees with each Pledgor that the 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 except in accordance with Section 2.21(c) of the ABL Credit Agreement. Each Pledgor agrees that once the Collateral Agent sends an Event instruction or notice to a Bank in accordance with Section 2.21(c) of Default has occurred and is continuing. The provisions of this Section 3.4(b) the ABL Credit Agreement exercising its Control over any Deposit Account such Pledgor shall not apply give any instructions or orders with respect to the LC 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 (x) the Collateral Agent and (y) any “Agent. No Pledgor shall revise or revoke any instructions ” party to a Bank under any Deposit Account Control the Intercreditor Agreement without (as such term is defined in the written consent of the Collateral AgentIntercreditor Agreement ).

Deposit Accounts. As of the date hereof, the Grantors have no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 5 to the Perfection Certificate. Within 45 days after The Administrative Agent has a security interest, subject to the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion)Intercreditor Agreement, the Collateral Agent shall have a first priority security interest in each such Deposit AccountAccount specified on Schedule 5 to the Perfection Certificate hereto (behind only the liens of the ABL/SOA Agent and the Supply and Offtake Secured Party), which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other other than in the case of an Excluded Deposit Account or a Deposit Account that is Excluded Property) is perfected by Control by virtue of execution and delivery of a Control Agreement in favor of the Administrative Agent or, prior to the ABL/SOA Termination Date, the ABL/SOA Agent (as collateral agent and bailee for the Administrative Agent pursuant to the Intercreditor Agreement) with respect to each such Deposit Account. Subject to the Intercreditor Agreement, no Pledgor Grantor shall hereafter establish and maintain or maintain, any Deposit Account (other than an Excluded Deposit Account) unless such account is with JPMorgan Chase Bank, N.A. (1or an affiliate thereof) it shall have given and contemporaneously with (i) the Collateral Agent 30 days’ prior written notice establishment thereof or (ii) in the case of its intention to establish such new any Deposit Account which ceases to qualify as an Excluded Deposit Account in accordance with the definition of “Excluded Deposit Account,” promptly after such time that such Deposit Account ceases to be an Excluded Deposit Account, such Grantor enters into a BankControl Agreement in favor of the Administrative Agent or, (2) such Bank shall be reasonably acceptable prior to the Collateral ABL/SOA Termination Date, the ABL/SOA Agent (as collateral agent and (3) such Bank and such Pledgor shall have duly executed and delivered bailee for the Administrative Agent pursuant to the Collateral Agent a Deposit Account Control Agreement Intercreditor 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 Subject to the Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that Intercreditor Agreement, the Collateral Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account (excluding Excluded Deposit Accounts) or withhold any withdrawal rights from such Pledgor the Grantors with respect to funds from time to time credited to any Deposit Account (excluding Excluded Deposit Accounts) unless an Event of Default has occurred and is continuing, and upon the cure or waiver of such Event of Default, the Administrative Agent shall deliver a notice rescinding such instructions and thereupon control of such Deposit Account shall revert to the Grantors. The provisions Subject to the terms of this Section 3.4(b) the Intercreditor Agreement, the Grantors shall not apply grant or purport to the LC Account. No Pledgor shall grant Control of any Deposit Account (excluding Excluded Deposit Accounts or any Deposit Account that constitutes Excluded Property) to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions Administrative Agent or, prior to a Bank under any Deposit Account Control Agreement without the written consent of ABL/SOA Termination Date, the Collateral AgentABL/SOA Agent (as collateral agent and bailee for the Administrative Agent pursuant to the Intercreditor Agreement).

Deposit Accounts. As (a) Each Credit Party shall maintain lockbox accounts (the "Lockbox Accounts") in the name of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the Collateral Agent may agree with the Lockbox Banks of such Credit Party and shall, promptly upon receipt thereof, deposit in its sole discretion)respective Lockbox Accounts, all monies that constitute checks, notes, drafts or funds received by such Credit Party in the ordinary course of business or otherwise and that constitute proceeds of Collateral. Any amounts which are required to be paid to the Funding Agent hereunder which are not proceeds of Collateral shall be paid directly to the Funding Agent and not deposited in a Lockbox Account. (b) Funds on deposit in a Lockbox Account of the Borrower on each Business Day shall have a first priority security interest be transferred to the Concentration Account of such Credit Party in each accordance with the terms of the Lockbox Agreements and shall be transferred from the Concentration Account of such Deposit Account, which security interest is perfected by Control (except for those Deposit Accounts (the “Excluded Deposit Accounts”) Credit Party either (i) for which Control if no Triggering Event has occurred and is prohibited by Governmental Authority so long continuing, as the balance of each such Deposit Account is swept daily to a Deposit Account subject to the Collateral Agent’s Control, Borrower may direct in writing or (ii) after the available balance occurrence and during the continuance of which is swept daily to a Deposit Account subject Triggering Event, to the Collateral Agent’s Control or (iii) the balance of which is not swept daily Funding Agent to a Deposit Account subject be applied to the Collateral Agent’s Control and which, Obligations in the aggregate, contain no more than 15% of total cash of Borrower and its Subsidiaries at any timeaccordance with Section 3.02(b). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 30 days’ prior written notice of its intention to establish Each such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered Credit Party hereby grants to the Collateral Agent a Deposit security interest in the Concentration Account Control Agreement with respect to of such Deposit Account. No Pledgor shall hereafter establish Credit Party 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 Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition of all funds from time to time credited deposited therein, including, without limitation, all overnight investments. (c) Each such Credit Party agrees to pay to the Collateral Agent any and all reasonable fees, costs and expenses which the Collateral Agent incurs in connection with opening and maintaining the Lockbox Accounts, the Concentration Accounts or any other similar payment collection mechanism for the Borrower and depositing for collection any check or item of payment received by and/or delivered to the Lockbox Banks or the Collateral Agent on account of the Obligations of such Credit Party. The Borrower agrees to reimburse the Collateral Agent for any amounts paid to any Deposit Lockbox Bank arising out of any required indemnification by the Collateral Agent of such Lockbox Bank against damages incurred by the Lockbox Bank in the operation of a Lockbox Account or withhold any withdrawal rights from for 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. Credit Party. (d) The provisions of this Section 3.4(b) Borrower shall not apply enter into Lockbox Agreements on terms satisfactory to the LC Account. No Pledgor shall grant Control of any Deposit Account Administrative Agents on or prior to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without 90th day following the written consent of the Collateral AgentEffective Date.

Deposit Accounts. As of the date hereof, no Each Pledgor (i) has neither opened nor maintains any Deposit Accounts other than the accounts listed in Schedule 14 17 annexed to the Perfection Certificate. Within 45 days after the Closing Date Certificate and, (or such longer period ii) except as the Collateral Agent may agree in its sole discretion)otherwise agree, the Collateral Agent shall have has a perfected first priority security interest in each such Deposit Account, which security interest is perfected by Control (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 listed in Schedule 17 annexed to the Collateral Agent’s Perfection Certificate by 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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Collateral Agent 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, (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 Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Pledgor shall hereafter establish and maintain an Excluded Account for use in the applicable provincial jurisdiction where the Bank maintaining the Deposit Account referenced in clause (i) or (ii) of is located. Each Pledgor agrees that at the definition thereof unless such Pledgor shall have issued sweep instructions directing time it establishes any additional Deposit Accounts it shall, except as the bank to sweep funds from the Excluded Collateral Agent may otherwise agree, enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to a such Deposit Account subject to for use in the Collateral Agent’s Controlapplicable provincial jurisdiction where the Bank maintaining the such additional Deposit Account is located. The Collateral Agent agrees with each Pledgor that the 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, if the Collateral Agent is the Bank, the Collateral Agent may take such actions pursuant to the operating agreement(s) governing such Deposit Account). The provisions of this Section 3.4(b) shall not apply to the LC Collateral Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Notwithstanding the foregoing, each applicable Pledgor shall, and shall revise or revoke any instructions 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 Bank later date), to the extent required under any 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 Agreement without the written consent of 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 hereof each Grantor has neither opened nor maintains any Deposit Accounts other than the accounts listed on Schedule V of the GCA Disclosure Letter. From and after the date occurring 60 days from the date hereof, or in Schedule 14 the case of any Deposit Account which was an Excluded Account but ceases to the Perfection Certificate. Within 45 constitute same, 30 days after the Closing Date (such cessation, or in each case, such longer period as the Collateral Agent may agree in its sole discretion), the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest is perfected by Control (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 acceptable to the Collateral Agent’s Control, (ii) each of the available balance Deposit Accounts of which is swept daily to a Deposit Account each Grantor shall be subject to the Collateral Agent’s Control or (iii) the balance terms of which is not swept daily to a fully executed 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)Agreement. No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor Grantor shall hereafter establish and or maintain any Deposit Account unless (1) it the applicable Grantor shall have given the Collateral Agent 30 15 days’ prior written notice (or such shorter period as is agreed by the Collateral Agent) of its intention to establish such new Deposit Account with a Bank, Bank and (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor Grantor shall have duly executed and delivered to the 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 Collateral Agent agrees with each Pledgor Grantor that the 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 and during the continuation of an Event of Default has occurred and is continuing. The provisions of this Section 3.4(b) shall not apply to the LC AccountDefault. No Pledgor Grantor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor The provisions of this Section 4.06 shall revise not apply to (1) any Deposit Accounts for which the Collateral Agent is the Bank, (2) any Deposit Account of the type described in clause (iv) or revoke (v) of the last paragraph of Section 4.01(a), (3) any instructions Deposit Accounts which individually, or in the aggregate, do not have more than $10,000 on deposit therein for any period of more than five Business Days, (4) any Medicare Deposit Account until such time, if any, as a change in applicable anti-assignment laws or regulations relating to Medicare and Medicaid receivables permits the relevant Grantor to enter into a Bank under any Deposit Account Control Agreement with respect to such Medicare Deposit Account without violating such laws or regulations and (5) Deposit Accounts held at ANZ Bank in Sydney, Australia in the written consent name of the Collateral AgentNightHawk Radiology Services, LLC, account numbers 1981-94604 and 9858-94802, together with any other Deposit Account in the name of a Grantor maintained with a Bank located in Australia, so long as the aggregate amount of cash held in all such Deposit Accounts does not exceed the Australian Account Cap (each an “Excluded Account”). Each Grantor agrees to cause all funds in all Medicare Deposit Accounts to be swept on a daily basis to a Deposit Account which is (or will be within 60 days of the date hereof or such longer period as the Administrative Agent may agree) subject to a Deposit Account Control Agreement.

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 the accounts listed in on Schedule 14 16 to the Perfection Certificate. Within 45 days after , (ii) as of the Closing Date date hereof, each applicable Pledgor and the relevant Bank(s) have executed and delivered a 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 longer period as accounts, and (iii) the Collateral Agent may agree in its sole discretion)has a valid, the Collateral Agent shall have a enforceable, perfected first priority security interest (subject to Permitted Collateral Liens) in each such Deposit Account, which security interest is perfected Accounts by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, 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 Collateral Agent 30 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement (or an amendment to an existing 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 Collateral Agent agrees with each Pledgor that the 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, after giving effect to any withdrawal, would occur. The provisions of this Section 3.4(b) shall not apply to any Excluded Accounts or to any other Deposit Accounts for which the LC AccountCollateral 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 Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed in Schedule 14 16 annexed to the Perfection Certificate. Within 45 days after Certificate (to the Closing Date extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made) and (or such longer period as ii) the Collateral Administrative Agent may agree in its sole discretion), the Collateral Agent shall have has a first 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, which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Collateral Administrative Agent 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 Administrative Agent and (3) if requested by the Administrative Agent, such Bank and such Pledgor shall have duly executed and delivered to the Collateral Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Each Pledgor shall hereafter establish and maintain an Excluded agrees that, with respect to each Deposit Account referenced in clause existence on the date hereof and at the time it establishes any additional Deposit Accounts it shall (ito the extent requested by the Administrative Agent) or (ii) of the definition thereof unless such Pledgor shall have issued sweep instructions directing the bank to sweep funds from the Excluded enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to a such Deposit Account subject to the Collateral Agent’s ControlAccount. The Collateral Administrative Agent agrees with each Pledgor that the Collateral 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 LC Collateral Account, or any other Deposit Account for which the Administrative Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Administrative Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 The Administrative Agent, upon execution of a Deposit Account Control Agreement by such Pledgor, the applicable Bank and the Administrative Agent (but in any event within sixty (60) days after the Closing Date (date hereof or such longer period as may be agreed to in writing by the Collateral Administrative Agent may agree in its sole reasonable discretion), the Collateral Agent shall will have a perfected first priority security interest (subject only to Permitted Liens) in each such Deposit Account, which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account (other than an Excluded Account) unless (1) it shall have given the Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral 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 Account. No Pledgor shall hereafter establish and maintain an Excluded Account or the Administrative Agent agrees in writing in its sole discretion that such Deposit Account referenced in clause (i) or (ii) of the definition thereof unless such Pledgor Control Agreement 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 Controlnot be required. The Collateral Administrative Agent agrees with each Pledgor that the Collateral 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. The provisions Each Pledgor agrees that once the Administrative Agent, after the occurrence and during the continuation of this Section 3.4(ban 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, such Pledgor shall not apply 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 LC AccountBank 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 Collateral Administrative Agent. No Pledgor The provisions of this Section 3.4(b) shall revise or revoke not apply to any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral AgentExcluded Accounts.

Deposit Accounts. As of the date hereofFor each Deposit Account that any Pledgor at any time opens or maintains, no such Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as shall promptly notify the Collateral Agent may thereof and either (A) pursuant to a Control Agreement cause the applicable depository Bank to agree in its sole discretion), to comply at any time with instructions from the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the 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 Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions 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 or after giving effect to any withdrawal that would occur and (y) the Collateral Agent shall promptly deliver notice to the applicable depository Bank rescinding any notice of sole control or any similar instructions at such time as an Event of Default is no longer continuing. The provisions of this Section 3.4(b3.04(b) shall not apply to the LC AccountCollateral Account or to any other Deposit Accounts for which the Collateral Agent is the depository or as set forth in clause (ii) below. No Pledgor The Collateral Agent shall grant Control deliver a copy of any Deposit Account notice of sole control or similar instructions to any person other than the applicable Pledgor simultaneously with the delivery of such notice to the applicable depository Bank; provided that failure to deliver such notice shall not limit the Collateral Agent. No Pledgor shall revise ’s right to take such action or revoke the validity of any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agentsuch action.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed in Schedule 14 16 annexed to the Perfection Certificate. Within 45 days after Certificate (to the Closing Date extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made) and (or such longer period as ii) the Collateral Administrative Agent may agree in its sole discretion), the Collateral Agent shall have 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, which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Collateral Administrative Agent 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 Administrative Agent and (3) if requested by the Administrative Agent, such Bank and such Pledgor shall have duly executed and delivered to the Collateral Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Each Pledgor shall hereafter establish and maintain an Excluded agrees that, with respect to each Deposit Account referenced in clause existence on the date hereof and at the time it establishes any additional Deposit Accounts, it shall (ito the extent requested by the Administrative Agent) or (ii) of the definition thereof unless such Pledgor shall have issued sweep instructions directing the bank to sweep funds from the Excluded enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to a such Deposit Account subject to the Collateral Agent’s ControlAccount. The Collateral Administrative Agent agrees with each Pledgor that the Collateral 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 LC AccountCollateral Account or any other Deposit Account for which the Administrative Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Administrative Agent.

Deposit Accounts. As In order to facilitate the administration of the credit facilities contemplated hereby and the Administrative Agent’s security interest in the Loan Parties’ assets, the Loan Parties agree to maintain Bank of America or one or more Lenders as the Loan Parties’ principal depository bank, including for the maintenance of operating and Deposit Accounts, lockbox administration, funds transfer, information reporting services and other treasury management services. Schedule 7.15 sets forth all Deposit Accounts (other than Excluded Deposit Accounts) maintained by the Loan Parties. Each Loan Party shall take all actions necessary to establish, in the case of Deposit Accounts maintained on the Closing Date within 90 days of the Closing Date (or such later date as agreed by the Administrative Agent in its reasonable discretion) and with respect to any Deposit Account acquired or established after the Closing Date, within 90 days of the date hereofso acquired or established (or such later date as agreed by the Administrative Agent in its reasonable discretion), no Pledgor has any the Administrative Agent’s control of each such Deposit Account (other than Excluded Deposit Accounts). Each Deposit Account (other than an Excluded Deposit Account) shall be subject to a Deposit Account Control Agreement which shall perfect the Administrative Agent’s security interest by control at all times after (x) with respect to Deposit Accounts other than maintained on the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 Closing Date, 90 days after the Closing Date (or such longer period later date as agreed by the Collateral Administrative Agent may agree in its sole reasonable discretion) and (y) with respect to Deposit Accounts acquired or established after the Closing Date, 90 days after the date so acquired or established (or such later date as agreed by the Administrative Agent in its reasonable discretion), . Each Loan Party shall be the Collateral Agent shall have a first priority security interest in sole account holder of each such Deposit Account, which security interest is perfected by Control Account (except for those Deposit Accounts (the “other than Excluded Deposit Accounts”) and shall not allow any other Person (iother than the Administrative Agent and, subject to the Intercreditor Agreement, the Fixed Asset Collateral Agent (as defined in the Intercreditor Agreement)) for which Control is prohibited by Governmental Authority so long as the balance of each such Deposit Account is swept daily to have control over a Deposit Account subject to (other than Excluded Deposit Accounts) or any Collateral or proceeds of Collateral deposited therein. Each Loan Party shall promptly notify the Collateral Agent’s Control, (ii) the available balance Administrative Agent of which is swept daily to any opening or closing of a Deposit Account subject (other than Excluded Deposit Accounts) and will amend Schedule 7.15 to reflect same. Notwithstanding any other provisions contained herein, the Borrower and the other Loan Parties shall not open or close any account during the occurrence of an Event of Default without the Administrative Agent’s advance written consent. Each Loan Party hereby authorizes and directs each bank or other depository to deliver to the Collateral Administrative 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, upon request, all balances in the aggregate, contain no more than 15% of total cash of Borrower and its Subsidiaries at any time). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1other than Excluded Deposit Accounts) it shall have given maintained for such Loan Party without inquiry into the Collateral authority or right of the Administrative Agent 30 days’ prior written notice to make such request. The Administrative Agent and Lenders assume no responsibility to the Loan Parties for any lockbox arrangement or Deposit Account; provided that, at the reasonable request of its intention the Borrower, the Administrative Agent agrees to establish such new send notices to each Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to bank following the Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to termination of all Liquidity Periods requesting the Collateral Agent a Deposit Account Control Agreement with respect to termination of exercise of exclusive control over 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 Collateral Agent agrees with each Pledgor that the Collateral Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited with respect to any Deposit Account other than during a Liquidity Period or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless when an Event of or Default has occurred and is continuing. The provisions of this Section 3.4(b) shall not apply to the LC Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than otherthan the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the The Collateral Agent may agree in its sole discretion), the Collateral Agent shall have has a first priority perfected security interest in each such Deposit Account, which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 30 days30days’ prior written notice of its intention to establish such new Deposit Account with a Bankfinancial institution, (2) such Bank financial institution shall be reasonably acceptable to the Collateral Agent and (3) such Bank financial institution and such Pledgor shall have duly executed and delivered to the 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 unless the definition thereof unless such Pledgor Collateral Agent 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 Controlwaived such requirement in writing. The Collateral Agent agrees with each Pledgor that the 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(b3.4(c) shall not apply to (i) Deposit Accounts specially and exclusively used as trust accounts for the LC Accountbenefit 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 exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of each Pledgor’s employees, or (iii) to any Deposit Accounts for which the Collateral Agent is the financial institution. No Each Pledgor shall grant Control of not ▇▇▇▇▇ ▇ ▇▇▇▇ or any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the The Collateral Agent may agree in its sole discretion), the Collateral Agent shall have has a first priority perfected security interest in each such Deposit AccountAccount (other than any Excluded Account and the BofA Accounts), which security interest is perfected by Control (except for those Deposit Accounts (Control. With respect to each BofA Account, the “Excluded Deposit Accounts”) Borrower shall within 60 days of the date hereof either (i) for which Control is prohibited by Governmental Authority so long as provide evidence reasonably acceptable to the balance of each Collateral Agent that it has closed such Deposit BofA Account is swept daily or (ii) deliver to the Collateral Agent a Deposit Account subject Control Agreement with respect to such BofA Account duly executed by 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 Bank of America, N.A in its Subsidiaries at any time)capacity as account bank. No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish es- tablish and maintain any Deposit Account (other than any Excluded Account) unless (1) it shall have given the Collateral Agent 30 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Pledgor shall hereafter establish and maintain an Excluded Account within 15 days of the establishment of such Deposit Account referenced in clause (i) or (ii) such longer period 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 time as the Collateral Agent’s ControlAgent may agree to in writing). The Collateral Agent agrees with each Pledgor that the 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 provisions second and third sentences of this Section 3.4(b) shall not apply to any Term Collateral Accounts for which the LC AccountCollateral 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. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of Agent and the Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other Commencing not later than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 60 days after the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion)Effective Date, the Collateral Agent Guarantors shall have a first priority security interest cause all of the cash held by the Guarantors to be maintained in each such Deposit AccountCash Accounts, which security interest is perfected by Control (except for those Deposit Accounts (provided that the “Excluded Deposit Accounts”) foregoing requirement shall not apply to (i) cash held in an account that is exclusively used 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 Controlpayroll purposes, (ii) the available balance of which is swept daily to a Deposit cash held in an Excepted Receivables Account subject to the Collateral Agent’s Control or and (iii) the balance of which is not swept daily to a Deposit Account subject to the Collateral Agent’s Control and which, cash held in the aggregate, contain no more than 15% of total cash of Borrower and its Subsidiaries at any time). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement other accounts with respect to which the average daily balance on deposit in all 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 Controlaccounts for any calendar month does not exceed $4,000,000. The Collateral Agent agrees with each Pledgor Guarantor that the Collateral Agent shall not give any such instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor any Guarantor, with respect to funds from time to time credited to any Deposit Account Cash Account, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal would occur. The provisions Guarantors will cause all cash held in the Excepted Receivables Accounts to be swept to a Cash Account at least once every two weeks, provided that at any time after the aggregate amount of this Section 3.4(b) shall not apply to proceeds in respect of accounts receivable that are deposited in the LC Account. No Pledgor shall grant Control of Excepted Receivables Account for any Deposit Account to any person other than calendar month exceeds $8,500,000 (the "Increased Sweep Trigger Event"), the Collateral AgentAgent may require the Guarantors to sweep all cash held in the Excepted Receivables Accounts on a more frequent basis, as determined in its reasonable discretion. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without The Guarantors will maintain complete and accurate records (including bank statements) regarding (i) the written consent average daily balance of cash on deposit in each deposit account and (ii) the aggregate amount of proceeds in respect of accounts receivable that are deposited in the Excepted Receivables Accounts for each calendar month and, at the reasonable request of the Collateral Agent, will provide such records to the Collateral Agent for inspection. The Guarantors will promptly notify the Collateral Agent of the occurrence of the Increased Sweep Trigger Event, provided that such notice may not be given more than 30 days after the end of the calendar month that is the subject of the Increased Sweep Trigger Event.

Deposit Accounts. As of the date hereofOriginal Closing Date, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 13 to the Perfection Certificate to the extent required to be so listed pursuant to the Perfection Certificate. Within 45 The Administrative Agent, upon execution of a Deposit Account Control Agreement by such Pledgor, the applicable Bank and the Administrative Agent (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 Collateral Administrative Agent may agree in its reasonable discretion, subject to waiver by the Administrative Agent in its sole discretion), the Collateral Agent shall will have a perfected first priority security interest (subject only to Permitted Liens) in each such Deposit Account, which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account (other than an Excluded Account) unless (1) it shall have given the Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral 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 Account. No Pledgor shall hereafter establish and maintain an Excluded Account or the Administrative Agent agrees in writing in its sole discretion that such Deposit Account referenced in clause (i) or (ii) of the definition thereof unless such Pledgor Control Agreement 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 Controlnot be required. The Collateral Administrative Agent agrees with each Pledgor that the Collateral 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. The provisions Each Pledgor agrees that once the Administrative Agent, after the occurrence and during the continuation of this Section 3.4(ban 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, such Pledgor shall not apply 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 LC AccountBank 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 Collateral Administrative Agent, who shall also act on behalf of holders of Permitted Additional First Lien Debt. No Pledgor The provisions of this Section 3.4(b) shall revise or revoke not apply to any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral AgentExcluded Accounts.

Deposit Accounts. As In order to facilitate the administration of the credit facilities contemplated hereby and the Administrative Agent’s security interest in the Loan Parties’ assets, the Loan Parties agree to maintain Bank of Americaat ▇▇▇▇▇ Fargo or one or more Lenders as the Loan Parties’ principal depository bank, including for the maintenance of operating and Deposit Accounts, lockbox administration, funds transfer, information reporting services and other treasury management services. Schedule 7.15 sets forth all Deposit Accounts (other than Excluded Deposit Accounts) maintained by the Loan Parties. Each Loan Party shall take all actions necessary to establish, in the case of Deposit Accounts maintained on the Closing Date within 90 days of the Closing Date (or such later date as agreed by the Administrative Agent in its reasonable discretion) and with respect to any Deposit Account acquired or established after the Closing Date, within 90 days of the date hereofso acquired or established (or such later date as agreed by the Administrative Agent in its reasonable discretion), no Pledgor has any the Administrative Agent’s control of each such Deposit Account (other than Excluded Deposit Accounts). Each Deposit Account (other than an Excluded Deposit Account) shall be subject to a Deposit Account Control Agreement which shall perfect the Administrative Agent’s security interest by control at all times after (x) with respect to Deposit Accounts other than maintained on the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 Closing Date, 90 days after the Closing Date (or such longer period later date as agreed by the Collateral Administrative Agent may agree in its sole reasonable discretion) and (y) with respect to Deposit Accounts acquired or established after the Closing Date, 90 days after the date so acquired or established (or such later date as agreed by the Administrative Agent in its reasonable discretion), . Each Loan Party shall be the Collateral Agent shall have a first priority security interest in sole account holder of each such Deposit Account, which security interest is perfected by Control Account (except for those Deposit Accounts (the “other than Excluded Deposit Accounts”) and shall not allow any other Person (iother than the Administrative Agent and, subject to the Intercreditor Agreement, the Fixed Asset Collateral Agent (as defined in the Intercreditor Agreement)) for which Control is prohibited by Governmental Authority so long as the balance of each such Deposit Account is swept daily to have control over a Deposit Account subject to (other than Excluded Deposit Accounts) or any Collateral or proceeds of Collateral deposited therein. Each Loan Party shall promptly notify the Collateral Agent’s Control, (ii) the available balance Administrative Agent of which is swept daily to any opening or closing of a Deposit Account subject (other than Excluded Deposit Accounts) and will amend Schedule 7.15 to reflect same. Notwithstanding any other provisions contained herein, 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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the 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 Collateral Agent agrees with each Pledgor that the Collateral Agent other Loan Parties shall not give open or close any instructions directing account during the disposition occurrence 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 without the Administrative Agent’s advance written consent. Each Loan Party hereby authorizes and is continuing. The provisions of this Section 3.4(b) shall not apply directs each bank or other depository to deliver to the LC Account. No Pledgor shall grant Control of Administrative Agent, upon request, all balances in any Deposit Account to any person (other than Excluded Deposit Accounts) maintained for such Loan Party without inquiry into the Collateral Agent. No Pledgor shall revise authority or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent right of the Collateral Agent.Administrative Agent to make such

Deposit Accounts. As With respect to each existing Deposit Account maintained by each Grantor, within 90 days of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Effective Date (or such longer period later date as determined by the Collateral Agent may agree in its sole discretion, which shall in no event be later than 150 days from the Effective Date), and with respect to each Deposit Account that any Grantor at any time opens, within 60 days of the opening of such account, such Grantor shall, either (i) cause the depositary bank to agree to comply with instructions from the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the 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 depositary bank to sweep funds from the Excluded Deposit Account to a Deposit Account subject to the Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other Person, pursuant to an agreement reasonably satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent to become the customer of the depositary bank with respect to the Deposit Account Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account Grantor unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur. The provisions of this Section 3.4(b) paragraph shall not apply to the LC Account. No Pledgor shall grant Control of (A) any Deposit Account to for which any person other than Grantor, the depositary bank and the Collateral Agent. No Pledgor shall revise or revoke any instructions to Agent have entered into a Bank under cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth therein, (B) Deposit Accounts for which the Collateral Agent is the depositary, (C) any Deposit Account Control Agreement without exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the written consent Grantor's employees made in the ordinary course of business, (D) any Deposit Account that is exclusively used for disbursements made in the Collateral Agentordinary course of business and (E) any Deposit Account opened and maintained by any Grantor in the ordinary course of business in which not more than $100,000 is held at any time, provided that the aggregate amount of funds maintained in all such deposit accounts under this clause (E) shall not exceed $1,000,000 at any time.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the The Collateral Agent may agree in its sole discretion)has a Second Priority security interest, subject to Liens permitted pursuant to the Collateral Agent shall have a first priority security interest applicable Deposit Account Control Agreement, in each such Deposit AccountAccount other than Excluded Deposit Accounts, which security interest is will be perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account Account, other than Excluded Accounts, unless (1) it shall have given the Collateral Agent 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, (2) such Bank shall be reasonably acceptable to the Collateral Agent (it being understood that any Bank deemed reasonably acceptable by the First Lien Collateral Agent shall be deemed 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 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 Collateral Agent agrees with each Pledgor that the 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 provisions of this Section 3.4(b) shall not apply to the LC Account or to any other Deposit Accounts for which the First Lien Collateral Agent is the Bank. Each Pledgor agrees that once the Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit 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. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent, the First Lien Collateral Agent and any holder of a Permitted Lien. No Pledgor Notwithstanding the foregoing, within 90 days after the date hereof (or such later date as may be agreed to by First Lien Collateral Agent), the First Lien Collateral Agent shall revise or revoke any instructions to a Bank under any have received executed Deposit Account Control Agreement without Agreements in each Deposit Account listed in Schedule 14 to the written consent of the Collateral AgentPerfection Certificate other than Excluded Deposit Accounts.

Deposit Accounts. As (a) The Operating Lease Subordination Agreement with MHI TRS Pledgee and the Lockbox Agreement create valid and continuing security interests (as defined in the UCC) in the Lockbox Account in favor of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion), the Collateral Agent shall have a first priority security interest in each such Deposit AccountMortgage Lender, which security interest interests are prior to all other Liens and are enforceable as such against creditors of and purchasers from MHI TRS Pledgee; (b) The Lockbox Account is perfected by Control (except for those Deposit Accounts (the “Excluded Deposit Accounts”) and shall be maintained (i) for which Control as a “deposit account” (as such term is prohibited by Governmental Authority so long as defined in Section 9-102(a)(29) of the balance of each such Deposit Account is swept daily to a Deposit Account subject to the Collateral Agent’s ControlUCC), (ii) in such a manner that Mortgage Lender shall have control (within the available balance meaning of which is swept daily Section 9-104(a)(2) of the UCC) over such Account, (iii) with respect to the Lockbox Account established pursuant to the Lockbox Agreement, such that during the continuance of a Deposit Cash Sweep Period none of MHI TRS Pledgee, Borrower or Manager shall have any right of withdrawal from the Lockbox Account and no Account Collateral shall be released to Borrower, MHI TRS Pledgee, Mortgage Borrower or Manager from such Lockbox Account, and (iv) with respect to the Cash Management Account established pursuant to the Cash Management Agreement, except as set forth in the Mortgage Loan Documents, neither Borrower, Mortgage Borrower nor Manager shall have any right of withdrawal from the Cash Management Account and no Account Collateral shall be released to Borrower, Mortgage Borrower or Manager from such Cash Management Account. Without limiting Borrower’s or Mortgage Borrower’s obligations under the immediately preceding sentence, Borrower shall only permit (x) MHI TRS Pledgee to establish and maintain the Lockbox Account with a financial institution that has executed an agreement substantially in the form of the Lockbox Agreement or in such other form reasonably acceptable to Lender and (y) Mortgage Borrower to establish and maintain the Cash Management Account with a financial institution that has executed an agreement substantially in the form of the Cash Management Agreement or in such other form reasonably acceptable to Lender; (c) MHI TRS Pledgee owns and has good and marketable title to the Lockbox Account established pursuant to the Lockbox Agreement and Mortgage Borrower owns and has good and marketable title to the Cash Management Account established pursuant to the Cash Management Agreement free and clear of any Lien (other than the Lien created by the Mortgage Loan Documents and any security interest of the subject bank for amounts owed to it created under Applicable Law, subject to the Collateral Agent’s Control terms of the Lockbox Agreement and Cash Management Agreement, as applicable) or claim of any Person; (iiid) Borrower has caused Mortgage Borrower or MHI TRS Pledgee to have delivered to Lender fully executed agreements pursuant to which the balance of which is not swept daily banks maintaining the Lockbox Account established pursuant to a Deposit the Lockbox Agreement and the Cash Management Account established pursuant to the Cash Management Agreement have agreed, subject to the Collateral Agent’s Control terms thereof, to comply with all instructions originated by Mortgage Lender directing disposition of the funds in such accounts without further consent by Borrower, MHI TRS Pledgee or Mortgage Borrower; (e) Other than the security interest granted to Mortgage Lender pursuant to the Mortgage Loan Agreement, the Cash Management Agreement and whichthe Lockbox Agreement and any security interest of the subject bank for amounts owed to it created under Applicable Law, in the aggregate, contain no more than 15% of total cash of Borrower and its Subsidiaries at any time). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than terms of the Lockbox Agreement and Cash Management Agreement, as applicable, neither Mortgage Borrower nor MHI TRS Pledgee has pledged, assigned, or sold, granted a security interest in, or otherwise conveyed the Lockbox Account established pursuant to the Lockbox Agreement or the Cash Management Account established pursuant to the Cash Management Agreement; and (f) The Lockbox Account established pursuant to the Lockbox Agreement is not in the case name of an Excluded Deposit Account, no Pledgor shall hereafter establish any Person other than MHI TRS Pledgee and maintain any Deposit Mortgage Lender. The Cash Management Account unless (1) it shall have given the Collateral Agent 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable established pursuant to the Collateral Agent Cash Management Agreement is not in the name of any Person other than Mortgage Borrower or Mortgage Lender. Mortgage Borrower has not consented to, and (3) such Bank and such Pledgor shall have duly executed and delivered MHI TRS Pledgee has not consented to, the bank maintaining the Lockbox Account established pursuant to the Collateral Agent a Deposit Account Control Lockbox Agreement to comply with respect instructions of any Person other than Mortgage Lender and/or Servicer (as defined in the Mortgage Loan Agreement). Mortgage Borrower has not consented 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 maintaining the Excluded Deposit Cash Management Account to a Deposit Account subject established pursuant to the Collateral Agent’s Control. The Collateral Agent agrees Cash Management Agreement to comply with each Pledgor that the 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 provisions of this Section 3.4(b) shall not apply to the LC Account. No Pledgor shall grant Control instruction of any Deposit Account to any person Person other than Mortgage Lender and/or Servicer (as defined in the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral AgentMortgage Loan Agreement).

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the The Collateral Agent may agree in its sole discretion), the Collateral Agent shall have has a first priority security interest in each such Deposit Account, which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the 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 Collateral Agent 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 Controlwaived such requirement in writing). The Collateral Agent agrees with each Pledgor that the 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 provisions of this Section 3.4(b) shall not apply to (i) Deposit Accounts specially and exclusively used as trust accounts for the benefit of Pledgor’s customers if all or any portion of the proceeds on deposit therein are for the benefit of one or more customers of a Pledgor, (ii) Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Pledgor’s employees, (iii) the LC AccountAccount or (iv) to any other Deposit Accounts for which the Collateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the The Collateral Agent may agree in its sole discretion), the Collateral Agent shall have has a first priority security interest in each such Deposit Account, which security interest is shall (other than with respect to Excluded Deposit Accounts and subject to the Intercreditor Agreement ) be perfected by Control before the day that is ninety (except for those Deposit Accounts 90) calendar days after the occurrence of the Closing Date (the “Excluded Deposit Accounts”) (i) for which Control is prohibited by Governmental Authority so long or such later time 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, Agent may in the aggregate, contain no more than 15% of total cash of Borrower and its Subsidiaries at any timediscretion agree). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account (other than Excluded Deposit Accounts) unless (1) it shall have given the Collateral Agent 30 days’ 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, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Pledgor shall hereafter establish and maintain an ; provided that, in the case of any Deposit Account (other than Excluded Deposit Account referenced in clause (iAccounts) or (ii) acquired by any Pledgor pursuant to a Permitted Acquisition, the security interest of the definition thereof unless 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 Pledgor shall have issued sweep instructions directing the bank to sweep funds from the Excluded Deposit Account to a Deposit Account subject to Permitted Acquisition (or such later time as the Collateral Agent’s ControlAgent may in its discretion agree). The Collateral Agent agrees with each Pledgor that the 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 except in accordance with Section 2.21(c) of the ABL Credit Agreement. Each Pledgor agrees that once the Collateral Agent sends an Event instruction or notice to a Bank in accordance with Section 2.21(c) of Default has occurred and is continuing. The provisions of this Section 3.4(b) the ABL Credit Agreement exercising its Control over any Deposit Account such Pledgor shall not apply give any instructions or orders with respect to the LC 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 (x) the Collateral Agent and (y) any “Agent. No Pledgor shall revise or revoke any instructions ” party to a Bank under any Deposit Account Control 39416081_9 the Intercreditor Agreement without (as such term is defined in the written consent of the Collateral AgentIntercreditor Agreement ).

Deposit Accounts. As of For each deposit account that any Loan Party at any time opens or maintains, such Loan Party shall, either (i) cause the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 depositary bank to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as agree to comply with instructions from the Collateral Agent may agree in its sole discretion), the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the 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 depositary bank to sweep funds from the Excluded Deposit Account to a Deposit Account subject to the Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to such deposit account, without further consent of such Loan Party or any Deposit Account other Person, pursuant to an agreement reasonably satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent to become the customer of the depositary bank with respect to the deposit account, with the Loan Party being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such deposit account. The Collateral Agent agrees with each Loan Party that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account Loan Party unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal would occur. The provisions of this Section 3.4(b) paragraph shall not apply to (A) any deposit account for which any Loan Party, the LC Accountdepositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Loan Party, the depositary bank and the Collateral Agent for the specific purpose set forth therein, (B) deposit accounts for which the Collateral Agent is the depositary bank and (C) any deposit account the average daily balance in which does not exceed $1,000,000 for any such account individually, and $5,000,000 for all such accounts in the aggregate, at any time. No Pledgor Notwithstanding the foregoing, at any time when a Permitted ABL Facility shall grant Control of any Deposit Account be in effect, the foregoing requirements shall be deemed satisfied with respect to any person other than deposit account if the institution serving as collateral agent for such Permitted ABL Facility shall have control over such deposit account, for the benefit of the lenders under the Permitted ABL Facility and as bailee for the Collateral Agent. No Pledgor shall revise or revoke any instructions , pursuant to a Bank under any Deposit Account Control Agreement without an agreement reasonably satisfactory to the written consent of Collateral Agent and entered into by the Collateral Agent, the collateral agent for the Permitted ABL Facility and the applicable depository institution, which agreement shall provide for the transfer of control over such deposit account to the Collateral Agent upon the termination of the Permitted ABL Facility and the repayment and discharge of all loans and other extensions of credit thereunder.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the The Collateral Agent may agree in its sole discretion), the Collateral Agent shall have has a first priority security interest in each such Deposit Account, which security interest is perfected by Control (except Control, except, in each case, for those 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 “Excluded Deposit AccountsPayroll Account”) (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, or (ii) operations (which account or accounts shall at no time after 10 business days following the available balance 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 is swept daily to a Deposit Account subject to the Collateral Agent’s Agent is perfected by Control or (iii) within 60 days following 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)date hereof. No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 give the Collateral Agent 30 days’ prior prompt written notice of its intention to establish such new Deposit Account with a Bank, and (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the 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 Collateral Agent agrees with each Pledgor that the 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 provisions of this Section 3.4(b) shall not apply to the LC Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor The Collateral Agent shall revise or revoke any instructions have no obligation to a Bank under execute and deliver any Deposit Account Control Agreement without the written consent of that imposes any indemnity or other obligation on the Collateral Agent.

Deposit Accounts. As of the date hereof(a) The Grantors, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after extent permitted by the Closing Date (or such longer period as the Collateral Agent ABL Credit Agreement, may agree in its sole discretion), the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest is perfected by Control (except for those Deposit Accounts from time to time establish deposit accounts (the “Excluded Deposit Accounts”) with certain depositary banks in which collections from Inventory (ias defined in the ABL Credit Agreement) for which Control is prohibited by Governmental Authority so long and Accounts (as defined in the balance of each ABL Credit Agreement) may be deposited. To the extent that any such Deposit Account is swept daily under the control of the ABL Agent at any time, the ABL Agent will act as agent and gratuitous bailee for each Pari Term Loan Debt Agent for the purpose of perfecting the Liens of the Pari Term Loan Debt Secured Parties in such Deposit Accounts and the cash and other assets therein as provided in Section 2.01 (but will have no duty, responsibility or obligation to a the Pari Term Loan Debt Secured Parties (including any duty, responsibility or obligation as to the maintenance of such control, the effect of such arrangement or the establishment of such perfection). Unless the Junior Liens on such ABL First Lien Collateral shall have been or concurrently are released, after the occurrence of any Discharge of Senior Secured Debt Obligations, the ABL Agent shall, to the extent that the same are then under the sole dominion and control of the ABL Agent and that such action is otherwise within the power and authority of the ABL Agent pursuant to the ABL Debt Documents, at the request of any Pari Term Loan Debt Agent, cooperate with Grantors and the other Pari Term Loan Debt Agents (at the expense of the Grantors) in permitting control of any Deposit Accounts to be transferred to the Controlling Term Loan Debt Agent (or for other arrangements with respect to each such Deposit Accounts satisfactory to each Pari Term Loan Debt Agent to be made): (b) The Grantors, the Representatives, the Secured Parties and all other parties hereto agree that only proceeds of the Term Loan First Lien Collateral may be deposited in the Collateral Proceeds Account and agree to take all other actions necessary to give effect to the intent of this Section 3.02(b). Without limiting the generality of the foregoing, each Pari Term Loan Debt Agent hereby agrees that if the Collateral Proceeds Account contains any proceeds of the ABL First Lien Collateral, it shall hold such proceeds in trust for the ABL Secured Parties and transfer such proceeds the ABL Secured Parties reasonably promptly after receiving written notice from the ABL Secured Parties that it has possession of such proceeds in accordance with Section 2.04(b). Each Pari Term Loan Debt Agent shall give written notice to the ABL Agent identifying the Collateral Proceeds Account. (c) Prior to the earliest of (x) the delivery of any Enforcement Notice to the ABL Agent by the Term Loan Agent and (y) an Insolvency or Liquidation Proceeding in respect of the Borrower or any Guarantor, all funds, cash, cash equivalents, collections and payments deposited in any Deposit Account subject to the a control agreement or other similar account constituting ABL First Lien Collateral Agent’s Control, (ii) the available balance of which is swept daily to a Deposit Account subject and then applied to the ABL Debt Obligations shall be treated as ABL First Lien Collateral Agent’s Control or (iii) and, unless the balance of ABL Agent has received a Term Loan Proceeds Notice from the Term Loan Agent which Term Loan Proceeds Notice is not swept daily to a Deposit Account subject received by the ABL Agent either prior to the receipt by the ABL Agent of such identifiable cash proceeds of Term Loan First Lien Collateral Agent’s Control and which, in the aggregate, contain no more than 15% of total cash of Borrower and its Subsidiaries or at any time). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject a time when such proceeds are still standing to the Collateral Agent’s Control. Other than in credit of the case of an Excluded Deposit Accountapplicable account, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given any claim that payments made to the ABL Agent through the Deposit Accounts or securities accounts that are subject to control agreements or otherwise constituting ABL First Lien Collateral Agent 30 days’ prior written notice are proceeds of its intention to establish such new Deposit Account with a Bankor otherwise constitute Term Loan First Lien Collateral, are waived, and (2) such Bank proceeds shall not be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the 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 disgorgement by, or held in trust or otherwise for the Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give benefit of, 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 LC Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral AgentTerm Loan Secured Party.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the The Collateral Agent may agree in its sole discretion), the Collateral Agent shall have has a first priority security interest in each such Deposit Account, which security interest is perfected by Control (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); provided that Deposit Accounts of the Acquired Business and its Subsidiaries shall not be included within this representation or in any calculations included herein until 90 days after the Closing Date (or such later date as is determined by the Collateral Agent in its sole discretion). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Collateral Agent 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 Agent, (3) other than in the case of an Excluded Account, such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Pledgor shall hereafter establish Account and maintain (4) in the case of an Excluded Deposit Account referenced in clause (i) or (ii) of the definition thereof unless such thereof, the 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 Collateral Agent agrees with each Pledgor that the 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 provisions of this Section 3.4(b) shall not apply to the LC AccountAccount or to any other Deposit Accounts for which the Collateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent.

Deposit Accounts. As of the date hereofSubject to Section 4.05(b), no Pledgor has any for each Deposit Accounts Account (other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (Excluded Accounts) that any Grantor at any time opens or maintains, such longer period as the Collateral Agent may agree in its sole discretion)Grantor shall, the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest is perfected by Control (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 upon the Collateral Agent’s Controlwritten request, (ii) cause the available balance of which is swept daily depositary bank 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 execute and which, deliver an agreement in the aggregate, contain no more than 15% of total cash of Borrower form and its Subsidiaries at any time). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable substance satisfactory to the Collateral Agent and (3) pursuant to which such Bank and such Pledgor shall have duly executed and delivered depository bank agrees to comply at any time with instructions from the 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 depositary bank to sweep funds from the Excluded Deposit Account to a Deposit Account subject to the Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any Deposit Account or withhold other Person (other than the Revolving Loan Agent pursuant to the Intercreditor Agreement). The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account instructions unless (i) an Event of Default has occurred and is continuingcontinuing or (ii) the Collateral Agent has received notice of the applicable depository bank’s intention to terminate such agreement and such Grantor has not, within five (5) Business Days of receipt by the Collateral Agent of such notice, entered into arrangements reasonably satisfactory to the Collateral Agent ensuring Collateral Agent’s continued perfected security interest in the relevant Deposit Account or the transfer of funds from the Specified Account to another Deposit Account as to which the Collateral Agent [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. has a perfected security interest, or such other arrangement as may be agreed by the Collateral Agent. The provisions of this Section 3.4(b) paragraph shall not apply to the LC Account. No Pledgor shall grant Control of any Deposit Account to for which any person other than Grantor, the depositary bank, the Collateral Agent. No Pledgor shall revise or revoke any instructions to Agent and the Revolving Loan Agent have entered into a Bank under any Deposit Account Control Agreement without cash collateral agreement specially negotiated among such Grantor, the written consent of depositary bank, the Collateral AgentAgent and the Revolving Loan Agent for the specific purpose set forth therein.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the The Collateral Agent may agree in its sole discretion), the Collateral Agent shall have has a first priority security interest in each such Deposit Account, which security interest is shall (other than with respect to Excluded Deposit Accounts and subject to the ABL Intercreditor Agreement) be perfected by Control before the day that is ninety (except for those Deposit Accounts 90) calendar days after the occurrence of the Effective Date (the “Excluded Deposit Accounts”) (i) for which Control is prohibited by Governmental Authority so long or such later time 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, Agent may in the aggregate, contain no more than 15% of total cash of Borrower and its Subsidiaries at any timediscretion agree). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account (other than Excluded Deposit Accounts) unless (1) it shall have given the Collateral Agent 30 days’ 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, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Pledgor shall hereafter establish and maintain an ; provided that, in the case of any Deposit Account (other than Excluded Deposit Account referenced in clause (iAccounts) or (ii) acquired by any Pledgor pursuant to a Permitted Acquisition, the security interest of the definition thereof unless 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 Pledgor shall have issued sweep instructions directing the bank to sweep funds from the Excluded Deposit Account to a Deposit Account subject to Permitted Acquisition (or such later time as the Collateral Agent’s ControlAgent may in its discretion agree). The Collateral Agent agrees with each Pledgor that the 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. The provisions Each Pledgor agrees that, upon the occurrence and during the continuance of this Section 3.4(b) any Specified Event of Default, once the Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account such Pledgor shall not apply give any instructions or orders with respect to the LC 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 (x) the Collateral Agent and (y) any “Agent. No Pledgor shall revise or revoke any instructions ” party to a Bank under any Deposit Account Control the ABL Intercreditor Agreement without (as such term is defined in the written consent of the Collateral AgentABL Intercreditor Agreement).

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 8 to the Perfection Certificate. Within 45 days after On the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion)date hereof, the Collateral Agent shall have (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, which security interest is perfected by Control (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 other than 15% of total cash of Borrower and its Subsidiaries at any time). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to and the Collateral Agent’s Control. Other than Account (as such term is defined in the case of an Excluded Deposit AccountSecured Notes Indenture), no subject 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 Collateral Agent 30 days’ prior prompt written notice of its intention to establish that such new Deposit Account has been established with a Bank, Bank and (2) such Bank shall be reasonably acceptable to Bank, such Pledgor and the Collateral Agent and shall within forty-five (345) days of the date of acquisition of such Bank and such Pledgor shall Deposit Account have duly executed and delivered to the 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 , such time to be extended 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 Controlreasonable discretion. The Collateral Agent agrees with each Pledgor that the 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 provisions of this Section 3.4(b) shall not apply to the LC Accountother than during a Liquidity Period. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent and the Notes Collateral Agent. No Pledgor The provisions of this Section 3.4(b) shall revise or revoke not apply to Deposit Accounts that are Excluded Deposit Accounts. The parties hereto agree that any instructions reference to a Bank under any of America, N.A. in the Existing Deposit Account Control Agreement without the written consent of 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 the accounts listed in Schedule 14 13 to the Perfection Certificate. Within 45 days Assuming the due execution of the Deposit Account Control Agreements (to the extent possible after the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretionusing commercially reasonable efforts), the Collateral Agent shall have has a first priority security interest in each such Deposit AccountAccount (other than Excluded Accounts), which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in To the case of an Excluded Deposit Account, no extent a Pledgor shall hereafter establish and maintain establishes or maintains any Deposit Account unless with any Bank (1) it shall have given the Collateral Agent 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bankother than Excluded Accounts), (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor shall use commercially reasonable efforts to have duly executed and delivered to the 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 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) of the definition thereof unless sixty (60) days after any such Pledgor shall have issued sweep instructions directing the bank to sweep funds from the Excluded Deposit Account is established; provided, however, that such commercially reasonable efforts shall not require any Pledgor to a Deposit Account subject 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 the Collateral Agent’s Controlany person). The Collateral Agent agrees with each Pledgor that the 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 Each Pledgor agrees that once the 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 subject to a Deposit 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 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 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 3.4(b3.5(b) shall not apply to the LC Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral AgentExcluded Accounts.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed in Schedule 14 17 annexed to the Perfection Certificate. Within 45 days after , (ii) the Closing Date (or such longer period as the Collateral Administrative Agent may agree in its sole discretion), the Collateral Agent shall have has a perfected first priority security interest in each such Deposit AccountAccount listed in Schedule 17 annexed to the Perfection Certificate by Control, and (iii) except as indicated on Schedule 17 to the Perfection Certificate, each bank or other financial institution with which security interest is perfected by Control (except for those the Deposit Accounts (referred to in Schedule 17 annexed to the “Excluded Perfection Certificate are maintained has executed and delivered to the Administrative Agent a Deposit Account Control Agreement in respect of the relevant Deposit Accounts”) (i) for . Each Pledgor shall use its commercially reasonable efforts to cause the banks or other financial institutions with which the Deposit Accounts referred to in Schedule 17 to the Perfection Certificate are maintained to execute and deliver to the Administrative Agent a Deposit Account Control is prohibited by Governmental Authority so long as the balance Agreement in respect of each such accounts on or before March 18, 2004, provided that if any such Deposit Account Control Agreement is swept daily not executed and delivered by the relevant bank or other financial institution on or before March 18, 2004, the relevant Pledgor shall (subject to Section 11.1(v)) forthwith close the relevant Deposit Account and transfer the funds on deposit therein to a Deposit Account subject to the Collateral Agent’s Control, (ii) the available balance in respect of which is swept daily to a Deposit Account subject Control Agreement has been executed and delivered by the bank or financial institution. Except 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, extent permitted in the aggregate, contain no more than 15% of total cash of Borrower and its Subsidiaries at any time). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Accountimmediately preceding sentence, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Collateral Agent 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 (3) such applicable Bank and such Pledgor shall have duly executed and delivered to the Collateral Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Each Pledgor agrees that at the time it establishes any additional Deposit Accounts it shall hereafter establish enter into a duly authorized, executed and maintain an Excluded delivered Deposit Account referenced in clause (i) or (ii) of the definition thereof unless Control Agreement with respect to 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 ControlAccount. The Collateral Administrative Agent agrees with each Pledgor that the Collateral Administrative Agent shall not give any Notice of Sole Control (as defined in any Deposit Account Control Agreement) or 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 after giving effect to any withdrawal would occur. The provisions of this Section 3.4(b) shall not apply to (a) any Deposit Accounts for which the LC AccountAdministrative Agent is the Bank, (b) any Deposit Account for which a Pledgor, the depositary bank and the Administrative Agent have entered into a cash collateral agreement specially negotiated among such Pledgor, the depository bank and the Administrative Agent for the specific purpose set forth therein, (c) any Deposit Account opened or maintained by a Pledgor with a monthly average daily balance over the immediately preceding 12-month period of less than $5,000,000 in the aggregate with any financial institution and (d) Deposit Accounts primarily for payroll purposes or holding restricted cash in connection with self-insurance programs. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Administrative Agent.

Deposit Accounts. As (a) The Borrower shall maintain lockbox accounts (the "Lockbox Accounts") in the name of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the Collateral Agent may agree with the Lockbox Banks of the Borrower and shall, promptly upon receipt thereof, deposit in its sole discretion)respective Lockbox Accounts, all monies that constitute checks, notes, drafts or funds received by the Borrower in the ordinary course of business or otherwise and that constitute proceeds of Collateral. Any amounts which are required to be paid to the Funding Agent hereunder which are not proceeds of Collateral shall be paid directly to the Funding Agent and not deposited in a Lockbox Account. (b) Funds on deposit in a Lockbox Account of the Borrower on each Business Day shall have a first priority security interest be transferred to the Concentration Accounts of the Borrower in each such Deposit Account, which security interest is perfected by Control (except for those Deposit accordance with the terms of the Lockbox Agreements and shall be transferred from the Concentration Accounts (of the “Excluded Deposit Accounts”) Borrower either (i) for which Control if no Triggering Event has occurred and is prohibited by Governmental Authority so long continuing, as the balance of each such Deposit Account is swept daily to a Deposit Account subject to the Collateral Agent’s Control, Borrower may direct in writing or (ii) after the available balance occurrence and during the continuance of which is swept daily to a Deposit Account subject Triggering Event, to the Collateral Agent’s Control or (iii) the balance of which is not swept daily Funding Agent to a Deposit Account subject be applied to the Collateral Agent’s Control and which, Obligations in the aggregate, contain no more than 15% of total cash of Borrower and its Subsidiaries at any timeaccordance with Section 3.02(b). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered The Borrower hereby grants to the 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 security interest in clause (i) or (ii) the Concentration Accounts 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 Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition of Borrower and all funds from time to time credited deposited therein, including, without limitation, all overnight investments. (c) The Borrower agrees 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 pay to the LC Account. No Pledgor shall grant Control of Collateral Agent any Deposit Account to any person other than and all reasonable fees, costs and expenses which the Collateral Agent. No Pledgor shall revise Agent incurs in connection with opening and maintaining the Lockbox Accounts, the Concentration Accounts or revoke any instructions other similar payment collection mechanism for the Borrower and depositing for collection any check or item of payment received by and/or delivered to a Bank under any Deposit Account Control Agreement without the written consent Lockbox Banks or the Collateral Agent on account of the Collateral Agent.Obligations

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the The Collateral Agent may agree in its sole discretion), the Collateral Agent shall have has a first priority security interest interest, subject to Liens permitted pursuant to the applicable Deposit Account Control Agreement, in each such Deposit AccountAccount other than Excluded Deposit Accounts, which security interest is will be perfected by Control (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, (iias provided in Section 4.01(q) of 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)Credit Agreement. No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account Account, other than Excluded Accounts, unless (1) it shall have given the Collateral Agent 30 days’ 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, (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 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 Collateral Agent agrees with each Pledgor that the 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 provisions of this Section 3.4(b) shall not apply to the LC Account or to any other Deposit Accounts for which the Collateral Agent is the Bank. Each Pledgor agrees that once the Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account such Pledgor shall not given 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 Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent.

Deposit Accounts. As Each Issuer hereby represents and warrants that (i) as of the date hereof, no Pledgor it has neither opened nor maintains any Deposit Accounts related to the Collateral other than the accounts listed in Schedule 14 to 17 of the Perfection Certificate. Within 45 days after , (ii) each Issuer, as applicable, will execute and deliver, as of the Closing Date date hereof, a Control Agreement substantially in the form set forth in Exhibit 2(a) hereof (or in such longer period other form and substance as is reasonably acceptable to the Collateral Agent may agree Agent) for the Deposit Accounts listed in its sole discretion)Schedule 17 of the Perfection Certificate or close such account and (iii) as of the date each such Control Agreement shall be executed, the Collateral Agent shall will have a perfected first priority security interest Security Interest in each such Deposit Account, which security interest is perfected by Control (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 listed in Schedule 17 of the Collateral Agent’s Perfection Certificate by 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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor Issuer shall hereafter establish and maintain any Deposit Account related to the Collateral unless (1) it such Issuer shall have given the Collateral Agent 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 (3) such Bank and such Pledgor Issuer shall have duly executed and delivered to the 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 Collateral Agent agrees with each Pledgor Issuer that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account related to the Collateral or withhold any withdrawal rights from such Pledgor each Issuer with respect to funds from time to time credited to any Deposit Account related to the Collateral unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal that would occur. The provisions of this Section 3.4(b) shall not apply to such Deposit Accounts related to the LC AccountCollateral for which the Collateral Agent is the Bank. No Pledgor Issuer shall grant Control of any Deposit Account related to the Collateral to any person Person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. (a) Within 45 90 days after the Closing Effective Date (or such longer period later date as the Collateral Administrative Agent may agree in its sole discretionshall agree), each Grantor shall (i) execute and deliver to the Collateral Administrative Agent shall have Control Agreement for each Deposit Account (other than accounts with a first priority security interest balance not exceeding $25,000 individually or $100,000 in each the aggregate) maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited into a depositary account (such Deposit Account, a “Controlled Account”), which security interest is perfected by Control Controlled Accounts are identified as such on Exhibit B, and (except for those Deposit Accounts ii) establish lock box service (the “Excluded Deposit AccountsLock Boxes”) (iwith the bank(s) for set forth in Exhibit B, which Control is prohibited by Governmental Authority so long as the balance of each such Deposit Account is swept daily to a Deposit Account lock boxes shall be 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, irrevocable lockbox agreements in the aggregate, contain no more than 15% of total cash of Borrower and its Subsidiaries at any time). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be form provided by or otherwise reasonably acceptable to the Collateral Administrative Agent and shall be accompanied by an acknowledgment by the bank where the Lock Box is located of the Lien of the Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to Controlled Accounts (3a “Lock Box Agreement”). After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Within 90 days after the Effective Date (or such Bank later date as the Administrative Agent shall agree), each Grantor shall direct all of its Account Debtors and such Pledgor all Buying Groups to forward payments directly to Lock Boxes subject to Lock Box Agreements. The Administrative Agent shall have duly executed and delivered sole access to the Collateral Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Administrative Agent such sole access. At no time shall any Grantor remove any item from a Deposit Lock Box without the Administrative Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Control Debtor to forward payments directly to a Lock Box subject to a Lock Box Agreement with after notice from the Administrative Agent, the Administrative Agent shall, notwithstanding the language set forth in Section 6.2(b), be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any proceeds of any Receivables, such Grantor shall receive such payments as the Administrative Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to such Deposit a Controlled 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 All funds from the Excluded Deposit Account deposited into any Lock Box subject to a Deposit Account subject Lock Box Agreement will be swept daily into Controlled Accounts and, to the Collateral Agent’s Controlextent provided in Section 7.3, swept on a daily basis into a collection account maintained by the Borrower with the Administrative Agent (the “Collection Account”). The Collateral Agent agrees with each Pledgor that the Collateral Administrative Agent shall not give any instructions directing hold and apply funds received into the disposition Collection Account as provided by the terms 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 LC Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent7.3.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 13 to the Perfection Certificate. Within 45 days Assuming the due execution of Deposit Account Control Agreements (which may be delivered after the Closing Date (or such longer period as to the Collateral Agent may agree in its sole discretionextent permitted under Section 6.20 of the Credit Agreement), the Collateral Administrative Agent shall have has a first priority security interest in each such Deposit AccountAccount (other than Excluded Accounts), which security interest is perfected by Control (except for those Control. Each Pledgor shall establish and maintain one or more Deposit Accounts into which such Pledgor shall promptly deposit, 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 “Excluded Deposit Medicare and Medicaid Accounts”) ). Such Medicare and Medicaid Accounts shall be under the sole control of the applicable Pledgor; provided that, 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 (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, (iiextent such funds are available funds) to one of 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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Administrative Agent’s ControlControl (or to Deposit Accounts that will become subject to the Administrative Agent’s Control after due execution of a Deposit Account Control Agreement after the Closing Date as required under Section 6.20 of the Credit Agreement). Other than in the case of an Excluded Deposit Account, no No Pledgor shall hereafter establish and maintain any Deposit Account (other than Excluded Accounts) unless (1) it shall have given the Collateral Administrative Agent 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 Administrative Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Administrative 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 Collateral Administrative Agent agrees with each Pledgor that the Collateral 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. The provisions of this Section 3.4(bEach 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 Accounts) such Pledgor shall not apply give any instructions or orders with respect to the LC 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 (other than Excluded Accounts) to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Administrative Agent.

Deposit Accounts. As of the date hereof, no Each Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed in Schedule 14 SCHEDULE 16 annexed to the Perfection Certificate. Within 45 days after Certificate (to the Closing Date extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made) and (or ii) upon execution of a Deposit Account Control Agreement by such longer period as Pledgor, the applicable Bank and the Collateral Agent may agree in its sole discretion)Agent, the Collateral Agent shall will have a perfected first priority security interest in each such Deposit Account, which security interest is perfected by Control (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 listed in SCHEDULE 16 annexed to the Collateral Agent’s Perfection Certificate by 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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Collateral Agent 30 days’ ' prior written notice of its intention to establish such new Deposit Account with a Bank, Bank and (2) such Bank shall be reasonably acceptable to unless the Collateral Agent and (3) agrees in writing that it is not required, such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Each Pledgor agrees that at the time it establishes any additional Deposit Accounts it shall hereafter establish enter into a duly authorized, executed and maintain an Excluded delivered Deposit Account referenced in clause (i) or (ii) of the definition thereof unless Control Agreement with respect to 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 ControlAccount. The Collateral Agent agrees with each Pledgor that the 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 of the type specified in clause (a), (g) or (h) of ARTICLE VIII the Credit Agreement has occurred and is continuingcontinuing or if the Loans or other Obligations shall be declared or otherwise become immediately due and payable or, after an Event of Default has occurred, the Commitments shall be terminated. The provisions of this Section 3.4(bSECTION 3.4(B) shall not apply to the LC AccountCollateral Account or to any other Deposit Accounts for which the Collateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor The provisions of this Section 3.4(b) shall revise or revoke any instructions not apply to a Bank under any Deposit Account Control Agreement without which (i) solely contains any property not beneficially owned by any Pledgor or (ii) has a restricted purpose under the written consent terms of documents relating to the Collateral AgentAssumed Debt and the funds therein can only be used for such purpose.

Deposit Accounts. As The Borrower may maintain one or more local deposit accounts for the deposit of checks and the making of disbursements in the ordinary course of business (“Local Accounts”) and one or more concentration accounts into which the Borrower sweeps or periodically transfers collections from the Subsidiary Local Accounts in the ordinary course of business (“Concentration Accounts”). All Concentration Accounts of the Borrower as of September 17, 2010, are listed and identified (by account number and depository institution) on Schedule IV attached hereto and made a part hereof. The Borrower shall promptly notify the Collateral Agent of any other Concentration Account opened or maintained by the Borrower after the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion), the Collateral Agent and shall have a first priority security interest in each such Deposit Account, which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered submit to the Collateral Agent a Deposit Account Control Agreement with respect supplement to Schedule IV to reflect such Deposit Account. No Pledgor additional accounts (provided the Borrower’s failure to do so 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 not impair the Collateral Agent’s Controlsecurity interest therein). The Collateral Agent agrees with each Pledgor that the 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 So long as no Event of Default has occurred and is continuing, the Collateral Agent’s security interest in the Local Accounts need not be perfected. The provisions of this Section 3.4(b) shall not apply to the LC Account. No Pledgor shall grant Control of any Deposit Account With respect to any person Concentration Account maintained by a depository institution other than the Collateral Agent. No Pledgor , and as a condition to the establishment and maintenance of any such Concentration Account, on and after the Grant Date, the Borrower and such depository institution shall revise or revoke any have executed and delivered to the Collateral Agent an account control agreement in form and substance satisfactory to the Collateral Agent which provides, among other things, for the depository institution’s agreement that it will comply with instructions to a Bank under any Deposit Account Control Agreement without originated by the written consent Collateral Agent directing the disposition of the Collateral Agentfunds in the Concentration Account(s) at such depository institution without further consent by the Borrower, following payment in full of the Revolving Obligations and subject to the terms of the Intercreditor Agreement.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed in Schedule 14 17 annexed to the Perfection Certificate. Within 45 days after , (ii) the Closing Date (or such longer period as the Collateral Administrative Agent may agree in its sole discretion), the Collateral Agent shall have has a perfected first priority security interest in each such Deposit AccountAccount listed in Schedule 17 annexed to the Perfection Certificate by Control, and (iii) except as indicated on Schedule 17 to the Perfection Certificate, each bank or other financial institution with which security interest is perfected by Control (except for those the Deposit Accounts (referred to in Schedule 17 annexed to the “Excluded Deposit Accounts”) (i) for which Control is prohibited by Governmental Authority so long as Perfection Certificate are maintained has executed and delivered to the balance of each such Deposit Account is swept daily to Administrative Agent a Deposit Account subject to Control Agreement in respect of the Collateral Agent’s Control, (ii) the available balance of which is swept daily to a relevant 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)Accounts. No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 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 (3) such applicable Bank and such Pledgor shall have duly executed and delivered to the Collateral Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Each Pledgor agrees that at the time it establishes any additional Deposit Accounts it shall hereafter establish enter into a duly authorized, executed and maintain an Excluded delivered Deposit Account referenced in clause (i) or (ii) of the definition thereof unless Control Agreement with respect to 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 ControlAccount. The Collateral Administrative Agent agrees with each Pledgor that the Collateral Administrative Agent shall not give any Notice of Sole Control (as defined in any Deposit Account Control Agreement) or 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 after giving effect to any withdrawal would occur. The provisions of this Section 3.4(b) shall not apply to (a) any Deposit Accounts for which the LC AccountAdministrative Agent is the Bank, (b) any Deposit Account for which a Pledgor, the depositary bank and the Administrative Agent have entered into a cash collateral agreement specially negotiated among such Pledgor, the depository bank and the Administrative Agent for the specific purpose set forth therein, (c) any Deposit Account opened or maintained by a Pledgor with a monthly average daily balance over the immediately preceding 12-month period of less than $5,000,000 in the aggregate with any financial institution and (d) Deposit Accounts primarily for payroll purposes or holding restricted cash in connection with self-insurance programs. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Administrative Agent.

Deposit Accounts. As (a) Each Credit Party shall maintain lockbox accounts (the "Lockbox Accounts") in the name of the date hereofCollateral Agent with the Lockbox Banks of such Credit Party and shall, no Pledgor has any Deposit Accounts other than promptly upon receipt thereof, deposit in its respective Lockbox Accounts, all monies that constitute checks, notes, drafts or funds received by such Credit Party in the accounts listed in Schedule 14 ordinary course of business or otherwise and that constitute proceeds of Collateral. Any amounts which are required to be paid to the Perfection CertificateFunding Agent hereunder which are not proceeds of Collateral shall be paid directly to the Funding Agent and not deposited in a Lockbox Account. Within 45 Each Borrower and Foamex Fibers shall enter into Lockbox Agreements on terms satisfactory to the Administrative Agents within 90 days after the Closing Date Effective Date. (b) Funds on deposit in a Lockbox Account of either Borrower or Foamex Fibers on each Business Day shall be transferred to the Concentration Account of such longer period as Credit Party in accordance with the Collateral Agent may agree in its sole discretion), terms of the Collateral Agent Lockbox Agreements and shall have a first priority security interest in each be transferred from the Concentration Account of such Deposit Account, which security interest is perfected by Control (except for those Deposit Accounts (the “Excluded Deposit Accounts”) Credit Party either (i) for which Control if no Triggering Event has occurred and is prohibited by Governmental Authority so long continuing, as the balance of each such Deposit Account is swept daily to a Deposit Account subject to the Collateral Agent’s Control, Borrower may direct in writing or (ii) after the available balance occurrence and during the continuance of which is swept daily to a Deposit Account subject Triggering Event, to the Collateral Agent’s Control or (iii) the balance of which is not swept daily Funding Agent to a Deposit Account subject be applied to the Collateral Agent’s Control and which, Obligations in the aggregate, contain no more than 15% of total cash of Borrower and its Subsidiaries at any timeaccordance with Section 3.02(b). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 30 days’ prior written notice of its intention to establish Each such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered Credit Party hereby grants to the Collateral Agent a Deposit security interest in the Concentration Account Control Agreement with respect to of such Deposit Account. No Pledgor shall hereafter establish Credit Party 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 Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition of all funds from time to time credited deposited therein, including, without limitation, all overnight investments. (c) Each such Credit Party agrees to pay to the Collateral Agent any and all reasonable fees, costs and expenses which the Collateral Agent incurs in connection with opening and maintaining the Lockbox Accounts, the Concentration Accounts or any other similar payment collection mechanism for either Borrower and depositing for collection any check or item of payment received by and/or delivered to the Lockbox Banks or the Collateral Agent on account of the Obligations of such Credit Party. Each Borrower and Foamex Fibers agrees to reimburse the Collateral Agent for any amounts paid 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 LC Account. No Pledgor shall grant Control Lockbox Bank arising out of any Deposit Account to any person other than required indemnification by the Collateral Agent. No Pledgor shall revise or revoke any instructions to Agent of such Lockbox Bank against damages incurred by the Lockbox Bank in the operation of a Bank under any Deposit Lockbox Account Control Agreement without the written consent of the Collateral Agentfor such Credit Party.

Deposit Accounts. As of the date hereof, no Pledgor Grantor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion)6, the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor Grantor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Collateral Agent 30 days’ prior written notice of its it intention to establish such new Deposit Account with a Bank, (2) such Bank Account. Each Grantor shall be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent enter into a Deposit Account Control Agreement with respect to each such Deposit Account. No Pledgor shall hereafter establish and maintain 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 referenced (or such later dates acceptable to the Agent in clause (i) or (ii) of the definition thereof unless such Pledgor its discretion); provided, that a Control Agreement shall have issued sweep instructions directing the bank to sweep funds from the Excluded Deposit Account not be required with respect to a Deposit Account subject with respect to which the Collateral Agent’s Controlaverage 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 Collateral Agent agrees with each Pledgor Grantor that the 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. The provisions of this Section 3.4(b) shall not apply Notwithstanding anything to the LC Account. No Pledgor shall grant Control contrary contained herein, the Agent, on behalf of any the Secured Parties, acknowledges that the Deposit Account Accounts subject to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without Agreements may contain from time to time Trust Funds, which by law, a Grantor is required to collect and 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 written consent Agent, the Agent agrees to notify Borrower of such exercise (which notice may be by delivery of a copy of the notice of exclusive or sole control). Upon receipt of such notice, Borrower shall send written notice of the type and amount of any Trust Funds contained or held in such Deposit Account, the dates upon which such Trust Funds are required by law or agreement to be remitted to any third Person and contact information regarding such third Persons in sufficient detail for the Collateral Agentto remit such Trust Funds to them. After receipt of such notice by the Agent and within two Business Days of the dates 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 In order to facilitate the administration of the credit facilities contemplated hereby and the Administrative Agent’s security interest in the Loan Parties’ assets, the Loan Parties agree to maintain Bank of America or one or more Lenders as the Loan Parties’ principal depository bank, including for the maintenance of operating and Deposit Accounts, lockbox administration, funds transfer, information reporting services and other treasury management services. Schedule 7.15 sets forth all Deposit Accounts (other than Excluded Deposit Accounts) maintained by the Loan Parties. Each Loan Party shall take all actions necessary to establish, in the case of Deposit Accounts maintained on the Closing Date within 90 days of the Closing Date (or such later date as agreed by the Administrative Agent in its reasonable discretion) and with respect to any Deposit Account acquired or established after the Closing Date, within 6090 days of the date hereofso acquired or established (or such later date as agreed by the Administrative Agent in its reasonable discretion), no Pledgor has any the Administrative Agent’s control of each such Deposit Account (other than Excluded Deposit Accounts). Each Deposit Account (other than an Excluded Deposit Account) shall be subject to a Deposit Account Control Agreement which shall perfect the Administrative Agent’s security interest by control at all times after (x) with respect to Deposit Accounts other than maintained on the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 Closing Date, 90 days after the Closing Date (or such longer period later date as agreed by the Collateral Administrative Agent may agree in its sole reasonable discretion) and (y) with respect to Deposit Accounts acquired or established after the Closing Date, 6090 days after the date so acquired or established (or such later date as agreed by the Administrative Agent in its reasonable discretion), . Each Loan Party shall be the Collateral Agent shall have a first priority security interest in sole account holder of each such Deposit Account, which security interest is perfected by Control Account (except for those Deposit Accounts (the “other than Excluded Deposit Accounts”) and shall not allow any other Person (iother than the Administrative Agent and, subject to the Intercreditor Agreement, the Fixed Asset Collateral Agent (as defined in the Intercreditor Agreement)) for which Control is prohibited by Governmental Authority so long as the balance of each such Deposit Account is swept daily to have control over a Deposit Account subject to (other than Excluded Deposit Accounts) or any Collateral or proceeds of Collateral deposited therein. Each Loan Party shall promptly notify the Collateral Agent’s Control, (ii) the available balance Administrative Agent of which is swept daily to any opening or closing of a Deposit Account subject (other than Excluded Deposit Accounts) and will amend Schedule 7.15 to reflect same. Notwithstanding any other provisions contained herein, the Borrower and the other Loan Parties shall not open or close any account during the occurrence of an Event of Default without the Administrative Agent’s advance written consent. Each Loan Party hereby authorizes and directs each bank or other depository to deliver to the Collateral Administrative 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, upon request, all balances in the aggregate, contain no more than 15% of total cash of Borrower and its Subsidiaries at any time). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1other than Excluded Deposit Accounts) it shall have given maintained for such Loan Party without inquiry into the Collateral authority or right of the Administrative Agent 30 days’ prior written notice to make such request. The Administrative Agent and Lenders assume no responsibility to the Loan Parties for any lockbox arrangement or Deposit Account; provided that, at the reasonable request of its intention the Borrower, the Administrative Agent agrees to establish such new send notices to each Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to bank following the Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to termination of all Liquidity Periods requesting the Collateral Agent a Deposit Account Control Agreement with respect to termination of exercise of exclusive control over 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 Collateral Agent agrees with each Pledgor that the Collateral Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited with respect to any Deposit Account other than during a Liquidity Period or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless when an Event of or Default has occurred and is continuing. The provisions of this Section 3.4(b) shall not apply to the LC Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed in Schedule 14 16 annexed to the Perfection Certificate. Within 45 days after Certificate (to the Closing Date extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made) and (or such longer period as ii) the Collateral Administrative Agent may agree in its sole discretion), the Collateral Agent shall have has a first 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, which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Collateral Administrative Agent 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 Administrative Agent and (3) if requested by the Administrative Agent, such Bank and such Pledgor shall have duly executed and delivered to the Collateral Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Each Pledgor shall hereafter establish and maintain an Excluded agrees that, with respect to each Deposit Account referenced in clause existence on the date hereof and at the time it establishes any additional Deposit Accounts it shall (ito the extent requested by the Administrative Agent) or (ii) of the definition thereof unless such Pledgor shall have issued sweep instructions directing the bank to sweep funds from the Excluded enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to a such Deposit Account subject to the Collateral Agent’s ControlAccount. The Collateral Administrative Agent agrees with each Pledgor that the Collateral 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 LC Collateral Account, or any other Deposit Account for which the Administrative Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Administrative Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 13 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the The Collateral Agent may agree in its sole discretion), the Collateral Agent shall have has a first second priority security interest in each such Deposit Account, which security interest is perfected by Control (except for those Deposit Accounts (will be, upon the “Excluded Deposit Accounts”) (i) for which Control is prohibited by Governmental Authority so long as the balance execution and delivery of each such Deposit Account is swept daily to a Deposit Account subject Control Agreement with respect thereto (which execution and delivery is required to be effected within 180 days from the date hereof to the Collateral Agent’s extent possible after using commercially reasonable efforts) perfected by 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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account with any Bank unless (1) it shall have given the Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Pledgor The requirements in the preceding two sentences shall hereafter establish and maintain an Excluded not apply to Deposit Account referenced in clause 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 definition thereof unless aggregate. At any time such requirements apply, the applicable Pledgor shall have issued sweep instructions directing the bank to sweep funds from the Excluded Deposit Account to a Deposit Account subject give notice thereof to the Collateral Agent’s ControlAgent 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 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 provisions of this Section 3.4(b) Each Pledgor agrees that once the Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account such Pledgor shall not apply give any instructions or orders with respect to the LC 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 Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without Agent and the written consent of the Collateral First Lien 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 the accounts listed in Schedule 14 13(a) annexed to the Perfection Certificate. Within 45 days after , and (ii) the Closing Date (or such longer period as the Collateral Administrative Agent may agree in its sole discretion), the Collateral Agent shall have has a perfected first priority security interest in each such Deposit Account, which security interest is perfected by Control (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 listed in Schedule 13(a) annexed 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)Perfection Certificate. No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 30 days’ prior written notice of its intention to establish applicable bank or other financial institution with which such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Bank is maintained and such Pledgor shall have duly executed and delivered to the Collateral Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Each Pledgor agrees that at the time it establishes any additional Deposit Accounts it shall hereafter establish enter into a duly authorized, executed and maintain an Excluded delivered Deposit Account referenced in clause (i) or (ii) of the definition thereof unless Control Agreement with respect to 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 ControlAccount. The Collateral Administrative Agent agrees with each Pledgor that the Collateral 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, or, after giving effect to any withdrawal, would occur. The provisions of this Section 3.4(b) shall not apply to (a) the LC AccountCollateral Accounts or to any other Deposit Accounts for which the Administrative Agent is the depositary bank, (b) any Deposit Account for which a Pledgor, the depositary bank or other financial institution and the Administrative Agent have entered into a cash collateral agreement specifically negotiated among such Pledgor, the depositary bank or 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 the Canadian Borrower with a monthly average daily balance over the 12 month period immediately preceding the time of determination of less than Cdn.$5,000,000 in the aggregate for all Deposit Accounts maintained by such Pledgor with any one Bank or 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 self-insurance programs. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Administrative Agent the right to give instructions without the consent of such Pledgor shall revise to the bank or revoke any instructions to other financial institution with which a Bank under any Deposit Account Control Agreement without is maintained with respect to the written consent disposition of the Collateral Agentfunds in such account.

Deposit Accounts. (i) As of the date hereof, no each Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed in Schedule 14 15 annexed to the Perfection Certificate. Within 45 days after Certificate (the Closing Date “Existing Accounts”) and (or such longer period 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 Collateral Agent may agree in its sole discretion)Concentration Account, the Collateral Administrative Agent shall will have a perfected first priority security interest in each such Deposit Account, which security interest is perfected the Concentration Account by Control (except for those Deposit Accounts (the “Excluded Deposit Accounts”) Control. Each Pledgor agrees that it shall (i) for which Control is prohibited by Governmental Authority so long as deposit all amounts collected in the balance ordinary course of each such Deposit Account is swept daily to a Deposit Account subject to its business into the Collateral Agent’s ControlExisting Accounts, (ii) the available balance of which is swept daily to a Deposit Account subject sweep all such amounts (other than amounts up to the Collateral Agent’s Control or Maximum Amount) into the Concentration Account every day and (iii) maintain and operate the balance of which is not swept daily to a Concentration Account and no other Deposit Account subject to serving the Collateral Agent’s Control and which, function of the Concentration Account into which amounts collected in the aggregate, contain no more than 15% ordinary course of total cash of Borrower and its Subsidiaries at any time)business are swept. No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, 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 Collateral Administrative Agent 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 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 Collateral Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Each Pledgor agrees that at the time it establishes any additional Deposit Accounts, upon the Administrative Agent’s reasonable request, it shall hereafter establish enter into a duly authorized, executed and maintain an Excluded delivered Deposit Account referenced in clause (i) or (ii) of the definition thereof unless Control Agreement with respect to 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 ControlAccount. The Collateral Administrative Agent agrees with each Pledgor that the Collateral 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 LC AccountCollateral Account or to any other Deposit Accounts for which the Administrative Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Administrative Agent.

Deposit Accounts. As of the date hereofThe Grantors, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 accordance with and to the Perfection Certificate. Within 45 days after extent required under the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion)ABL Credit Agreement, the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest is perfected by Control (except for those Deposit Accounts maintain blocked account agreements relating to deposit accounts (the “Excluded Deposit Accounts”) with certain depositary banks (ithe “Depositary Banks”) in which collections from Inventory and Accounts (as each such term is defined in the ABL Credit Agreement) are deposited. The ABL Agent will act as gratuitous bailee for which Control is prohibited the Notes Agent and any Junior Subordinated Agent for the purpose of perfecting the Liens of the Notes Secured Parties and any Junior Subordinated Secured Parties in all such Deposit Accounts and the cash and other assets therein as provided in Section 3.01 (but will have no duty, responsibility or obligation to the Notes Secured Parties or any Junior Subordinated Secured Parties except as set forth in the next succeeding sentence). Unless the Junior Liens on such ABL Priority Collateral shall have been or concurrently are released. after the occurrence of the ABL Obligations Payment Date, the ABL Agent shall (a) transfer all cash and other assets in such Deposit Accounts maintained with it to a Deposit Account designated by Governmental Authority so long as the balance Notes Agent (or the Junior Subordinated Agent, if the Notes Obligations Payment Date shall have occurred) and (b) cooperate with the Grantors and the Notes Agent (or the Junior Subordinated Agent, if the Notes Obligations Payment Date shall have occurred) in permitting control of any other Deposit Accounts to be transferred to the Notes Agent (or the Junior Subordinated Agent, if the Notes Obligations Payment Date shall have occurred) (or for other arrangements with respect to each such Deposit Account is swept daily to a Deposit Account subject satisfactory to the Collateral Notes Agent (or the Junior Subordinated Agent’s Control, (iiif the Notes Obligations Payment Date shall have occurred) 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 whichbe made), in each case, at the aggregateexpense of the Grantors and without representation or warranty on the part of the ABL Agent or any ABL Secured Party. If the Notes Obligations Payment Date shall not yet have occurred at the time of the ABL Obligations Payment Date, contain no more than 15% then after the occurrence of total cash of Borrower and its Subsidiaries at any time). No Pledgor shall change the instructions directing Notes Obligations Payment Date, unless the daily sweep of amounts in the Excluded Junior Subordinated Liens on such Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 been or concurrently are released, the Collateral Notes Agent 30 days’ prior written notice shall comply with the terms of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral immediately preceding sentence as though the Notes Agent were the ABL Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Junior Subordinated 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 were 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 Collateral Agent agrees with each Pledgor that the 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 provisions of this Section 3.4(b) shall not apply to the LC Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Notes Agent.

Deposit Accounts. As of the date hereof, no Pledgor has For each Deposit Account maintained by a Credit Party (other than (i) any Deposit Accounts other than Account maintained with the accounts listed Collateral Agent, (ii) any Deposit Account that is used solely for payroll or that is a controlled disbursement account that hasintended to have a zero balance at the end of each Business Day and (iii) any Deposit Account maintained with JPMorgan Chase Bank, N.A., in Schedule 14 its capacity as agent under the ABL Credit Agreement), the respective Assignor (as such term is defined in the Security Agreement)Credit Party shall use its commercially reasonable efforts to cause the bank with which the Deposit Account is maintained to execute and deliver to the Perfection Certificate. Within 45 Collateral Agent, within 30 days after the Closing Date date hereof (or as such longer period as date may be extended from time to time by the Collateral Agent may agree in its sole discretion)) or, if later, at the Collateral Agent shall have a first priority security interest in each such time of the establishment of the respective Deposit Account, which security interest is perfected by Control (except for those Deposit Accounts (the a “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 control agreement” in a Deposit Account subject form reasonably satisfactory to the Collateral Agent’s Control. Notwithstanding anything in this Section 7.15 to the contrary, (iia) the available balance of which is swept daily to if at any time a Deposit Account subject to excluded under the foregoing sentence (other than any Deposit Account maintained with the Collateral Agent’s Control ) is or (iii) the balance of which is not swept daily becomes subject to a Deposit Account subject to “control agreement” for the Collateral Agent’s Control and which, benefit of the ABL Secured Parties (as defined in the aggregateSecurity Agreement), contain no more than 15% of total cash of Borrower and its Subsidiaries at any time). No Pledgor then the respective AssignorCredit Party shall change within 30 days after the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts date hereof (as such date may be extended from time to Deposit Accounts subject to the Collateral Agent’s Control. 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 time by the Collateral Agent 30 days’ prior written notice in its sole discretion) or, if later, contemporaneously with the execution and delivery of its intention each such “control agreement” for the benefit of the ABL Secured Parties execute and deliver a “control agreement” with respect to establish such new Deposit Account with in a Bank, (2) such Bank shall be form reasonably acceptable satisfactory to the Collateral Agent and (3b) if at any time the ABL Borrowing Availability is less than $15,000,000, then each AssignorCredit Party shall within 30 days after such Bank time to execute and such Pledgor shall have duly executed and delivered deliver a “control agreement” in a form reasonably satisfactory to the Collateral Agent, with respect to each Deposit Account not then subject to a “control agreement,” unless otherwise agreed to by the Collateral Agent in writing. Unless otherwise agreed to by the Collateral Agent in writing, if any bank with which a Deposit Account Control Agreement with respect is maintained refuses to, or does not, enter into such a “control agreement” to the extent and by the date required hereunder, then the respective AssignorCredit Party shall promptly (and in any event within 30 days after such Deposit Account. No Pledgor shall hereafter establish and maintain an Excluded date or such longer period as may be acceptable to the Collateral Agent) close the respective Deposit Account referenced and transfer all balances therein to the Cash Collateral Account (as defined in clause (ithe Security Agreement) 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 another Deposit Account subject to a “control agreement” in a form reasonably satisfactory to the Collateral Agent’s Control. The Collateral Agent agrees Notwithstanding the foregoing, no control agreements shall be required with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited respect 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 LC Account. No Pledgor shall grant Control of any Deposit Account to any person other than the (x) Cash Collateral Agent. No Pledgor shall revise or revoke any instructions Accounts and the Term Collateral Account (as defined in the Security Agreement), to a Bank under any Deposit Account Control Agreement without the written consent of extent requested by the Collateral AgentAgent and (y) Deposit Accounts that are required to be subject to control agreements pursuant to the ABL Credit Documents.

Deposit Accounts. As of the date hereof, no Pledgor Each Grantor hereby represents and warrants that (i) it has neither opened nor maintains any Deposit Accounts other than the accounts listed in Schedule 14 to 16 of the Perfection Certificate. Within 45 days after the Closing Date Certificate as supplemented from time to time and (or such longer period as ii) the Collateral Agent may agree in its sole discretion), the Collateral Agent shall have has a first priority perfected security interest in each such Deposit Account, which security interest is perfected other than any Excluded Accounts, by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor Grantor shall hereafter establish and maintain any Deposit Account Account, other than an Excluded Account, unless (1) it the applicable Grantor shall have given the Collateral Agent 30 10 days’ prior written notice (or such shorter period as the Collateral Agent shall agree to) of its intention to establish such new Deposit Account with a Bank, and (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor Grantor shall have duly executed and delivered to the 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 Collateral Agent agrees with each Pledgor Grantor that the 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 of the type specified in Section 7.01(a) of the Credit Agreement has occurred and is continuingcontinuing or upon the occurrence of the Loans or other Obligations becoming declared immediately due and payable and/or the Commitments being declared terminated. The provisions Upon cure or waiver of this Section 3.4(ball Events of Default, the Collateral Agent shall promptly notify the relevant Bank(s) shall not apply to that the LC Accountapplicable Loan Party may withdraw funds from the relevant Deposit Account(s). No Pledgor Grantor shall grant Control of any Deposit Account to any person Person other than the Collateral Agent. No Pledgor shall revise Notwithstanding the provisions of the immediately preceding paragraph, each Grantor will not be required to enter into Control Agreements, subject to the conditions set forth in this paragraph, with respect to the following Deposit Accounts: (i) any Deposit Accounts used to fund ▇▇▇▇▇ cash expenditures to the extent such accounts do not hold greater than $30,000 at any time; (ii) any Deposit Accounts used solely to fund payroll disbursements to employees; (iii) the Deposit Account held at Wachovia (Acct no: 2000003339970) to the extent such account does not hold over $30,000 at any one time; (iv) the Deposit Account held at Wachovia (Acct no: 6728001483) to the extent such account does not hold over $30,000 for any consecutive five Business Days; (v) the Deposit Accounts held at ▇▇ ▇▇▇▇▇▇ Chase Bank - Hong Kong Branch and identified on the Perfection Certificate on the date hereof, to the extent that these accounts do not hold over $2,000,000 (or revoke the U.S. dollar equivalent thereof at the then prevailing rates of foreign exchange), in the aggregate, at any instructions time; (vi) the Deposit Account held at The Fuji Bank, Ltd. and identified on the Perfection Certificate on the date hereof, to the extent that this account does not hold over $30,000 (or the U.S. dollar equivalent thereof at the then prevailing rates of foreign exchange) at any time; (vii) the Deposit Accounts held at Bank of Nova Scotia and identified on the Perfection Certificate as amended on the Amendment Effectiveness Date, to the extent that all funds held in these accounts are deposited bi-weekly pursuant to an agreement which is reasonably satisfactory to the Collateral Agent into a Deposit Account subject to a Bank under any Deposit Account Control Agreement without the written consent in favor of the Collateral Agent; and (viii) any Deposit Account held at the Collateral Agent. The Grantors shall use their Deposit Accounts in accordance with past practices and shall not manipulate the balances in any of their Deposit Accounts solely to ensure that the balances in the Deposit Accounts meet the limits set forth in the foregoing clauses (i), (iii), (iv) and (vi).

Deposit Accounts. As of the date hereof, no Pledgor hereof each Grantor has neither opened nor maintains any Deposit Accounts other than Excluded Accounts and the accounts listed on Schedule V. From and after the date occurring 60 days from the date hereof, or in Schedule 14 the case of any Deposit Account 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 Perfection CertificateCollateral Agent, each Grantor shall use commercially reasonable efforts to cause each of such Deposit Accounts to be subject to the terms of a fully executed Deposit Account Control Agreement. Within 45 Each applicable Grantor will give prompt notice to the Collateral Agent upon establishing a new Deposit Account with a bank. Such Grantor shall use commercially reasonable efforts to, within 30 days after the Closing Date establishment or maintenance of any Deposit Account referred to in the preceding sentence (or such longer period as the Collateral Agent may agree in its sole discretion), the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest is perfected agreed by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 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 (3) such Bank bank and such Pledgor Grantor shall have duly executed execute and delivered deliver to the 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 Collateral Agent agrees with each Pledgor Grantor that the 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. The provisions of this Section 3.4(b) shall not apply to the LC Account. No Pledgor Grantor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor The provisions of this Section 4.06 shall revise or revoke any instructions not apply to a Bank under (1) any Deposit Account Control Agreement Accounts for which the Collateral Agent is the Bank, (2) any Deposit Accounts (and the cash 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 written consent 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 Collateral AgentCredit 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 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 the accounts listed in on Schedule 14 16 to the Perfection Certificate. Within 45 days after , (ii) such Pledgor and each applicable Bank has executed and delivered, or, to the Closing Date (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 longer period as other form that is reasonably satisfactory to the Collateral Agent may agree in its sole discretion)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 shall have has a valid and enforceable perfected first priority security interest (subject to Permitted Liens) in each such Deposit Account, which security interest is perfected Account by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, 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 Collateral Agent 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, (2B) such Bank shall be reasonably acceptable to the Collateral Agent and (3C) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement (or an amendment to an existing 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 Collateral Agent agrees with each Pledgor that the 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 provisions of this Section 3.4(b) shall not apply to (x) any Excluded Accounts or (y) any Collateral Account or any other Deposit Accounts for which the LC AccountCollateral Agent is the Bank. No Pledgor has granted or shall grant Control of any Deposit Account to any person Person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent.

Deposit Accounts. As of the date hereof(a) The Grantors, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after extent required by the Closing Date (or such longer period as the Collateral Agent ABL Credit Agreement, may agree in its sole discretion), the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest is perfected by Control (except for those Deposit Accounts from time to time establish deposit accounts (the “Excluded Deposit Accounts”) (i) for with certain depositary banks in which Control is prohibited by Governmental Authority so long as collections from Inventory and Accounts may be deposited. To the balance of each extent that any such Deposit Account is swept daily to a Deposit Account subject to under the Collateral Agent’s Control, (ii) control of 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 ABL Agent at any time, the ABL Agent will act as gratuitous bailee for the Noteholder Collateral Agent for the purpose of perfecting the Liens of the Noteholder Lien Secured Parties in such Deposit Accounts and the cash and other assets therein as provided in Section 3.01 (but will have no duty, responsibility or obligation to the Noteholder Lien Secured Parties (including, without limitation, any duty, responsibility or obligation as to the maintenance of such control, the effect of such arrangement or the establishment of such perfection). No Pledgor Unless the Junior Liens on such ABL First Lien Collateral shall change have been or concurrently are released, after the instructions directing occurrence of Discharge of Senior Secured Debt Obligations, the daily sweep ABL Agent shall, to the extent that the same are then under the sole dominion and control of amounts the ABL Agent and that such action is otherwise within the power and authority of the ABL Agent pursuant to the ABL Documents, at the request of the Noteholder Collateral Agent, cooperate with the Grantors and the Noteholder Collateral Agent (at the expense of the Grantors) in the Excluded permitting control of any Deposit Accounts to Deposit Accounts subject be transferred to the Collateral Agent’s Control. 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 Noteholder Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement or for other arrangements with respect to each such Deposit Account. No Pledgor shall hereafter establish Accounts satisfactory to the Noteholder Collateral Agent to be made). (b) The Grantors, the Representatives, the Secured Parties and maintain an Excluded Deposit Account referenced in clause (i) or (ii) all other parties hereto agree that only proceeds of the definition thereof unless such Pledgor shall have issued sweep instructions directing Noteholder First Lien Collateral may be deposited in the bank Collateral Proceeds Account and agree to sweep funds from the Excluded Deposit Account so instruct each account debtor of each Grantor and each other applicable Person and to a Deposit Account subject take all other actions necessary to give effect to the Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that the 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 provisions intent of this Section 3.4(b) 3.02(b). Without limiting the generality of the foregoing, the Noteholder Collateral Agent hereby agrees that if the Collateral Proceeds Account contains any proceeds of the ABL First Lien Collateral, it shall not apply hold such proceeds in trust for the ABL Secured Parties and transfer such proceeds to the LC Account. No Pledgor shall grant Control ABL Secured Parties reasonably promptly after obtaining actual knowledge or notice from the ABL Secured Parties that it has possession of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agentsuch proceeds in accordance with Section 2.04(b).

Deposit Accounts. As of the date hereofFor each Deposit Account that any Pledgor at any time opens or maintains, no such Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as shall promptly notify the Collateral Agent may thereof and either (A) pursuant to a Control Agreement cause the applicable depository Bank to agree in its sole discretion), to comply at any time with instructions from the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the 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 Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions 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 Col- lateral 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 or after giving effect to any withdrawal that would occur and (y) the Collateral Agent shall promptly deliver notice to the applicable depository Bank rescinding any notice of sole control or any similar instructions at such time as an Event of Default is no longer continuing. The provisions of this Section 3.4(b3.04(b) shall not apply to the LC AccountCollateral Account or to any other Deposit Accounts for which the Collateral Agent is the depository or as set forth in clause (ii) below. No Pledgor The Collateral Agent shall grant Control deliver a copy of any Deposit Account notice of sole control or similar instructions to any person other than the applicable Pledgor simultaneously with the delivery of such notice to the applicable depository Bank; provided that failure to deliver such notice shall not limit the Collateral Agent. No Pledgor shall revise 's right to take such action or revoke the validity of any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agentsuch action.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 13 to the Perfection Certificate to the extent required to be so listed pursuant to the Perfection Certificate. Within 45 The Administrative Agent, upon execution of a Deposit Account Control Agreement by such Pledgor, the applicable Bank and the Administrative Agent (but in any event within ninety (90) days after the Closing Date (date hereof or such longer period as may be agreed to in writing by the Collateral Administrative Agent may agree in its sole reasonable discretion), the Collateral Agent shall will have a perfected first priority security interest (subject only to Permitted Liens) in each such Deposit Account, which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account (other than an Excluded Account) unless (1) it shall have given the Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral 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 Account. No Pledgor shall hereafter establish and maintain an Excluded Account or the Administrative Agent agrees in writing in its sole discretion that such Deposit Account referenced in clause (i) or (ii) of the definition thereof unless such Pledgor Control Agreement 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 Controlnot be required. The Collateral Administrative Agent agrees with each Pledgor that the Collateral 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. The provisions Each Pledgor agrees that once the Administrative Agent, after the occurrence and during the continuation of this Section 3.4(ban 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, such Pledgor shall not apply 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 LC AccountBank 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 Collateral Administrative Agent, who shall also act on behalf of holders of Permitted Additional First Lien Debt. No Pledgor The provisions of this Section 3.4(b) shall revise or revoke not apply to any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral AgentExcluded Accounts.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the Excluded Deposit Accounts and those accounts listed in Schedule 14 10 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the Collateral The First Lien Administrative Agent may agree in its sole discretion), the Collateral Agent shall have has a first priority security interest in each such Deposit AccountAccount (other than Excluded Deposit Accounts), which security interest is interest, when required by Section 6.18 of the First Lien Credit Agreement, will be perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral First Lien Administrative Agent 30 10 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, Bank and (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral First Lien Administrative 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 Collateral First Lien Administrative Agent agrees with each Pledgor that the Collateral 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. The provisions 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 this Section 3.4(bsuch instruction or notice to the Borrower) such Pledgor shall not apply give any instructions or orders with respect to the LC 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 Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without First Lien Administrative Agent and the written consent of the Collateral Second Lien Administrative Agent.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed in Schedule 14 16 annexed to the Perfection Certificate. Within 45 days after the Closing Date Certificate and (or such longer period as ii) the Collateral Agent may agree in its sole discretion), the Collateral Agent shall have has a first priority perfected Second Priority security interest in each such Deposit Account, which security interest is perfected Account listed in Schedule 16 annexed to the Perfection Certificate by Control (except for those Deposit Accounts (the “other than 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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Collateral Agent 30 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 Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Pledgor shall hereafter establish and maintain Account (other than an Excluded Account). Each Pledgor agrees that at the time it establishes any additional Deposit Accounts (other than Excluded Accounts) it shall enter into a duly authorized, executed and delivered Deposit Account referenced in clause (i) or (ii) of the definition thereof unless Control Agreement with respect to 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 ControlAccount. The Collateral Agent agrees with each Pledgor that the 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 provisions of this Section 3.4(b) shall not apply to the LC AccountCollateral Account or to any other Deposit Accounts for which the Collateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account (other than a Deposit Account which is deemed an Excluded Account pursuant to clause (b) of the definition of "Excluded Account") to any person other than the Collateral Agent and, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent. No Notwithstanding anything to the contrary herein, no Pledgor shall revise or revoke any instructions be required to deliver a Bank under any Deposit Account Control Agreement without with respect to the written consent of Deposit Accounts designated on Schedule 16 to the Collateral AgentPerfection Certificate as Deposit Accounts to be closed by Borrower; provided that such Deposit Account are permanently closed not later than ninety (90) days following the Effective Date.

Deposit Accounts. As Prior to the Discharge of Priority Lien Obligations, to the extent that any Account is under the control of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the Collateral Priority Lien Agent may agree in its sole discretion), the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest is perfected by Control (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, the Priority Lien Agent will act as gratuitous bailee for (%4) the Second Lien Collateral Trustee for the purpose of perfecting the Liens of the Second Lien Secured Parties and (%4) the Third Lien Collateral Trustee for the purpose of perfecting the Liens of the Third Lien Secured Parties in such Accounts and the cash and other assets therein as provided in Section 5.01 (but will have no duty, responsibility or obligation to the Second Lien Secured Parties or the Third Lien Secured Parties (including, without limitation, any duty, responsibility or obligation as to the maintenance of such control, the effect of such arrangement or the establishment of such perfection) except as set forth in the last sentence of this Section 5.02(a)). No Pledgor Unless the Second Liens on such Collateral shall change have been or concurrently are released, after the instructions directing occurrence of Discharge of Priority Lien Obligations, the daily sweep Priority Lien Agent shall, at the request of amounts the Second Lien Collateral Trustee, cooperate with the Grantors and the Second Lien Collateral Trustee (at the expense of the Grantors) in the Excluded Deposit permitting control of any other Accounts to Deposit Accounts subject be transferred to the Second Lien Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account unless Trustee (1) it shall have given the Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement or for other arrangements with respect to each such Deposit Account. No Pledgor shall hereafter establish and maintain an Excluded Deposit Accounts satisfactory to the Second Lien Collateral Trustee to be made). (a) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, to the extent that any Account referenced in clause (i) or (ii) is under the control of the definition thereof unless Second Lien Collateral Trustee at any time, the Second Lien Collateral Trustee will act as gratuitous bailee for the Third Lien Collateral Trustee for the purpose of perfecting the Liens of the Third Lien Secured Parties in such Pledgor Accounts and the cash and other assets therein as provided in Section 5.01 (but will have no duty, responsibility or obligation to the Third Lien Secured Parties (including, without limitation, any duty, responsibility or obligation as to the maintenance of such control, the effect of such arrangement or the establishment of such perfection) except as set forth in the last sentence of this Section 5.02(b)). Unless the Third Liens on such Collateral shall have issued sweep instructions directing been or concurrently are released, after the bank occurrence of Discharge of Second Lien Obligations, the Second Lien Collateral Trustee shall, at the request of the Third Lien Collateral Trustee, cooperate with the Grantors and the Third Lien Collateral Trustee (at the expense of the Grantors) in permitting control of any other Accounts to sweep funds from the Excluded Deposit Account to a Deposit Account subject be transferred to the Third Lien Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account Trustee (or withhold any withdrawal rights from such Pledgor for other arrangements 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 each such Accounts satisfactory to the LC Account. No Pledgor shall grant Control of any Deposit Account Third Lien Collateral Trustee to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agentbe made).

Deposit Accounts. As Pledgors hereby represent and warrant that (i) as of the date hereof, no Pledgor has Pledgors have neither opened nor maintain any Deposit Accounts (other than any Excluded Deposit Account) in which Pledgors maintain an average monthly balance of $100,000 or more in any one Deposit Account (other than any Excluded Deposit Account), or $500,000 in the aggregate for all such Deposit Accounts (other than any Excluded Deposit Account) of Pledgors, other than the accounts listed in on Schedule 14 15 to the Perfection Certificate. Within 45 The Collateral Agent has a Second Priority Lien in each such Deposit Account (other than any Excluded Deposit Account), which security interest will be, upon the execution and delivery of a Deposit Account Control Agreement with respect thereto (which execution and delivery is required to be effected within 60 days after from the Closing Date date hereof (or as such longer period as date may be extended by the Collateral Agent may agree in its sole discretion), ) to the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest is extent possible after using commercially reasonable efforts) perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account (other than any Excluded Deposit Account) in which Pledgors maintain an average monthly balance of $100,000 or more in any one Deposit Account (other than any Excluded Deposit Account), or $500,000 in the aggregate for all such Deposit Accounts (other than any Excluded Deposit Account) of Pledgors unless (1) it the applicable Pledgor shall have given the Collateral Agent 30 days’ prior written notice (or such shorter time as may be agreed to by the Collateral Agent in its sole discretion) of its intention to establish such new Deposit Account with a Bank, Deposit Account Bank and (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Deposit Account Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement (or an amendment to an existing Deposit Account Control Agreement) with respect to such Deposit Account. No Pledgor shall hereafter establish and maintain , in each case, to the extent an Excluded existing Deposit Account referenced in clause (i) or (ii) of the definition thereof unless Control Agreement does not already cover 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 ControlAccount. The Collateral Agent agrees with each Pledgor that the 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 (i) an Event of Default has occurred and is continuingcontinuing and (ii) the Discharge of the Senior Obligations has occurred. The provisions of this Section 3.4(b) Each Pledgor agrees that once the Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account such Pledgor shall not apply give any instructions or orders with respect to the LC 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 (other than an Excluded Deposit Account) to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without Agent and the written consent of the Collateral Senior Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 13 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion)Subject to Permitted Liens, the Collateral Agent shall will have a first priority security interest in each such Deposit AccountAccount (other than Excluded Accounts), which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account (other than any Excluded Account) unless (1) it shall have given the Collateral Agent 30 5 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 (3) such Bank and such Pledgor shall have duly executed and delivered taken commercially reasonable efforts to deliver to the Collateral Agent a duly executed 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 Collateral Agent agrees with each Pledgor that the 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 (it being understood that the Collateral Agent shall promptly withdraw any previously delivered notice of exclusive control upon the cure or waiver of such Event of Default pursuant to the Indenture). The provisions of this Section 3.4(b) Each Pledgor agrees that once the Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account such Pledgor shall not apply 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 until such Event of Default is cured or waived pursuant to the LC AccountIndenture. No Pledgor shall grant Control of any Deposit Account (other than the Excluded Accounts) to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without Agent and the written consent of the Collateral Agentapplicable depository bank.

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 Accounts and the accounts listed in on Schedule 14 10 to the Perfection Certificate. Within 45 days after , (ii) such Pledgor and each applicable Bank has executed and delivered, or, to the Closing Date (or such longer period as 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 may agree in its sole discretion)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 shall have has a valid and enforceable perfected first priority security interest (subject to Permitted Liens) in each such Deposit Account, which security interest is perfected Account by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, 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 Collateral Agent 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, (2B) such Bank shall be reasonably acceptable to the Collateral Agent and (3C) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement (or an amendment to an existing 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) None 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 Collateral Agent agrees with each Pledgor that the 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 provisions of this Section 3.4(b) shall not apply to (x) any Excluded Accounts or (y) any Collateral Account or any other Deposit Accounts for which the LC AccountCollateral Agent is the Bank. No Pledgor has granted or shall grant Control of any Deposit Account constituting Collateral to any person Person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion), the Collateral Agent shall have a first priority security interest in For each such Deposit Account, which security interest is perfected by Control (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 that any Grantor at any time opens or maintains, such Grantor shall, upon the Collateral Agent’s Controlwritten request, either (iii) cause the available balance of which is swept daily depositary bank to a Deposit Account subject agree 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 comply at any time). No Pledgor shall change the time with instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 from the Collateral Agent 30 days’ or, prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Discharge of First Lien Obligations, the First Lien Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect Agent, as gratuitous bailee, 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 depositary bank to sweep funds from the Excluded Deposit Account to a Deposit Account subject to the Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent, as gratuitous bailee to become the customer of the depositary bank with respect to the Deposit Account Account, with the Grantor being permitted, only with the consent of the Collateral Agent (or the First Lien Collateral Agent, as the case may be), to exercise rights to withdraw funds from such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account Grantor, unless an Event of Default has occurred and is continuing. The provisions of this Section 3.4(b) paragraph shall not apply to the LC Account. No Pledgor shall grant Control of any Deposit Account to (x) for which any person other than Grantor, the depositary bank and the Collateral Agent or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent. No Pledgor shall revise or revoke any instructions to , as gratuitous bailee have entered into a Bank under any Deposit Account Control Agreement without cash collateral agreement specially negotiated among such Grantor, the written consent of depositary bank and the Collateral Agent (or the First Lien Collateral Agent, as the case may be) for the specific purpose set forth therein, (y) any payroll, withholding tax or other fiduciary account and/or (z) any such Deposit Accounts that, together with any Securities Accounts described in Section 4.04(c)(z) below, in the aggregate, have a principal balance of $250,000 or less.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed in Schedule 14 16 annexed to the Perfection Certificate. Within 45 days after Certificate (to the Closing Date extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made) and (or such longer period as ii) the Collateral Administrative Agent may agree in its sole discretion), the Collateral Agent shall have 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, which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Collateral Administrative Agent 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 Administrative Agent and (3) if requested by the Administrative Agent, such Bank and such Pledgor shall have duly executed and delivered to the Collateral Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Each Pledgor shall hereafter establish and maintain an Excluded agrees that, with respect to each Deposit Account referenced in clause existence on the date hereof and at the time it establishes any additional Deposit Accounts it shall (ito the extent requested by the Administrative Agent) or (ii) of the definition thereof unless such Pledgor shall have issued sweep instructions directing the bank to sweep funds from the Excluded enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to a such Deposit Account subject to the Collateral Agent’s ControlAccount. The Collateral Administrative Agent agrees with each Pledgor that the Collateral 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 LC Collateral Account, or any other Deposit Account for which the Administrative Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Administrative Agent.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed in Schedule 14 16 annexed to the Perfection Certificate. Within 45 days after the Closing Date Certificate and (or such longer period as ii) the Collateral Agent may agree in its sole discretion), the Collateral Agent shall have has a first priority perfected First Priority security interest in each such Deposit Account, which security interest is perfected Account listed in Schedule 16 annexed to the Perfection Certificate by Control (except for those Deposit Accounts (the “other than 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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Collateral Agent 30 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 Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Pledgor shall hereafter establish and maintain Account (other than an Excluded Account). Each Pledgor agrees that at the time it establishes any additional Deposit Accounts (other than Excluded Accounts) it shall enter into a duly authorized, executed and delivered Deposit Account referenced in clause (i) or (ii) of the definition thereof unless Control Agreement with respect to 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 ControlAccount. The Collateral Agent agrees with each Pledgor that the 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 provisions of this Section 3.4(b) shall not apply to the LC AccountCollateral Account or to any other Deposit Accounts for which the Collateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account (other than a Deposit Account which is deemed an Excluded Account pursuant to clause (b) of the definition of "Excluded Account") to any person other than the Collateral Agent and the Second Lien Collateral Agent. No Notwithstanding anything to the contrary herein, no Pledgor shall revise or revoke any instructions be required to deliver a Bank under any Deposit Account Control Agreement without with respect to the written consent of Deposit Accounts designated on Schedule 16 to the Collateral AgentPerfection Certificate as Deposit Accounts to be closed by Borrower; provided that such Deposit Account are permanently closed not later than ninety (90) days following the Amendment and Restatement Effective Date.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 13 to the Perfection Certificate. Within 45 days Assuming the due execution of the Deposit Account Control Agreements (to the extent possible after the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretionusing commercially reasonable efforts), the Collateral Agent shall have has a first priority security interest in each such Deposit AccountAccount (other than Excluded Accounts), which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in To the case of an Excluded Deposit Account, no extent a Pledgor shall hereafter establish and maintain establishes or maintains any Deposit Account unless with any Bank (1) it shall have given the Collateral Agent 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bankother than Excluded Accounts), (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor shall use commercially reasonable efforts to have duly executed and delivered to the 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 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) of the definition thereof unless sixty (60) days after any such Pledgor shall have issued sweep instructions directing the bank to sweep funds from the Excluded Deposit Account is established, provided, however, that such commercially reasonable efforts shall not require any Pledgor to a Deposit Account subject 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 the Collateral Agent’s Controlany person). The Collateral Agent agrees with each Pledgor that the 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 provisions Each Pledgor agrees that once the Collateral Agent, after the occurrence and during the continuation of this Section 3.4(ban 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 subject to a Deposit Account Control Agreement such Pledgor shall not apply 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 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 LC AccountCollateral 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 Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent.

Deposit Accounts. As (a) For each Deposit Account listed on Schedule 3.7 (other than an Excluded Account), the Debtor maintaining such Deposit Account will take any actions requested by the Administrative Agent to enable the Administrative Agent to obtain “control” (within the meaning of Section 9-104 of the UCC) with respect thereto, including the execution of Control Agreements reasonably acceptable to the Administrative Agent. No Debtor shall cause or permit any Excluded Account to cease to constitute an “Excluded Account” (other than as a result of the closing of such Excluded Account) unless and until such Deposit Account is subject to a Control Agreement in favor of the Administrative Agent in form and substance satisfactory to the Administrative Agent. (b) For each Deposit Account created by a Debtor after the date hereof, no Pledgor has any the Debtor creating and maintaining such Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 Account shall provide 10 days after the Closing Date written notice (or such longer lesser period as the Collateral Administrative Agent may agree in its sole discretion), agree) to the Collateral Administrative Agent shall have a first priority security interest in each such Deposit Account, which security interest is perfected by Control (except for those Deposit Accounts (prior to the “Excluded Deposit Accounts”) (i) for which Control is prohibited by Governmental Authority so long as the balance creation of each such Deposit Account is swept daily to a and, if at the time of its creation, such 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 does not or (iii) the balance of which is not swept daily intended 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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of constitute an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain take any Deposit Account unless actions requested by the Administrative Agent to enable the Administrative Agent to obtain “control” (1within the meaning of Section 9-104 of the UCC) it shall have given with respect thereto, including the Collateral Agent 30 days’ prior written notice execution of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be Control Agreements reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered Administrative Agent, in each case prior to the Collateral Agent a Deposit Account Control Agreement with respect to transfer of funds into such Deposit Account. No Pledgor shall hereafter establish and maintain an Excluded Deposit Account referenced in clause . (ic) or (ii) of Notwithstanding the definition thereof unless such Pledgor shall have issued sweep instructions directing foregoing, the bank to sweep funds from the Excluded Deposit Account to a Deposit Account subject to the Collateral Agent’s Control. The Collateral Administrative Agent agrees with each Pledgor Debtor that the Collateral Administrative Agent shall will not give any instructions to a depositary bank directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from any Debtor, unless a Cash Dominion Trigger Period is in effect. (d) The Debtors shall maintain Dominion Accounts pursuant to lockbox or other arrangements acceptable to the Administrative Agent. The Debtors shall obtain an agreement (in form and substance satisfactory to the Administrative Agent) from each lockbox servicer and Dominion Account bank, establishing the Administrative Agent’s control over and Lien in the lockbox or Dominion Account, which may be exercised by the Administrative Agent only during any Cash Dominion Trigger Period, requiring immediate deposit of all remittances received in the lockbox to a Dominion Account, and waiving offset rights of such Pledgor servicer or bank, except for customary administrative charges and chargebacks. If a Dominion Account is not maintained with Bank of America, the Administrative Agent may, during any Cash Dominion Trigger Period, require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America. The Administrative Agent and the Lenders assume no responsibility to the Debtors for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to funds any Payment Items accepted by any bank. (e) The Debtors shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts (other than Accounts arising solely from time the sale, lease, license, assignment or other disposition of Term Loan Priority Collateral other than Inventory) or otherwise relating to time credited Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If any Debtor receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for the Administrative Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account (f) On or prior to the date that is thirty (30) days following the Closing Date (or such later period as the Administrative Agent may agree in its sole discretion), the Debtors shall take any actions requested by the Administrative Agent to enable the Administrative Agent to obtain “control” (within the meaning of Section 9-104 of the UCC) with respect to all Deposit Account unless Accounts of the Debtors maintained with Capital One, National Association as of the Closing Date (other than Excluded Accounts), including the execution of Control Agreements or amended and restated Control Agreements, as applicable, in each case reasonably acceptable to the Administrative Agent. (g) Notwithstanding anything to the contrary contained in Section 8.01(c) of the Credit Agreement, any failure to comply with the requirements of clauses (a), (b) or (f) of this Section 4.6 shall constitute an immediate Event of Default has occurred under the Credit Agreement and is continuing. The provisions of this Section 3.4(b) shall not apply to the LC Account. No Pledgor shall grant Control of any Deposit Account be subject to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agentgrace period.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed in Schedule 14 15 annexed to the Perfection Certificate. Within 45 days after the Closing Date Certificate and (or such longer period as ii) the Collateral Agent may agree in its sole discretion), the Collateral Agent shall have has a perfected first priority security interest in each such Deposit Account, which security interest is perfected by Control (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 listed in Schedule 15 annexed to the Collateral Agent’s Perfection Certificate by 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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Pledgor , provided that, Pledgors shall hereafter establish and maintain an Excluded not be required to deliver Control Agreements with respect to the Deposit Account referenced established at Commercial Bank (Account No. 9041009266) and any ▇▇▇▇▇ cash account if the aggregate amount of deposits in clause (i) or (ii) of all such Deposit Accounts does not exceed $1.0 million at any one time outstanding. Each Pledgor agrees that at the definition thereof unless such Pledgor time it establishes any additional Deposit Accounts it shall have issued sweep instructions directing the bank to sweep funds from the Excluded enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to a such Deposit Account subject to the Collateral Agent’s ControlAccount. The Collateral Agent agrees with each Pledgor that the 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 provisions of this Section 3.4(b) shall not apply to the LC AccountCollateral Account or to any other Deposit Accounts for which the Collateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent.

Deposit Accounts. As (a) Each Credit Party shall maintain lockbox accounts (the "Lockbox Accounts") in the name of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the Collateral Agent may agree with the Lockbox Banks of such Credit Party and shall, promptly upon receipt thereof, deposit in its sole discretion)respective Lockbox Accounts, all monies that constitute checks, notes, drafts or funds received by such Credit Party in the ordinary course of business or otherwise and that constitute proceeds of Collateral. Any amounts which are required to be paid to the Funding Agent hereunder which are not proceeds of Collateral shall be paid directly to the Funding Agent and not deposited in a Lockbox Account. (b) Funds on deposit in a Lockbox Account of the Borrower on each Business Day shall have a first priority security interest be transferred to the Concentration Account of such Credit Party in each accordance with the terms of the Lockbox Agreements and shall be transferred from the Concentration Account of such Deposit Account, which security interest is perfected by Control (except for those Deposit Accounts (the “Excluded Deposit Accounts”) Credit Party either (i) for which Control if no Triggering Event has occurred and is prohibited by Governmental Authority so long continuing, as the balance of each such Deposit Account is swept daily to a Deposit Account subject to the Collateral Agent’s Control, Borrower may direct in writing or (ii) after the available balance occurrence and during the continuance of which is swept daily to a Deposit Account subject Triggering Event, to the Collateral Agent’s Control or (iii) the balance of which is not swept daily Funding Agent to a Deposit Account subject be applied to the Collateral Agent’s Control and which, Obligations in the aggregate, contain no more than 15% of total cash of Borrower and its Subsidiaries at any timeaccordance with Section 3.02(b). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 30 days’ prior written notice of its intention to establish Each such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered Credit Party hereby grants to the Collateral Agent a Deposit security interests in the Concentration Account Control Agreement with respect to of such Deposit Account. No Pledgor shall hereafter establish Credit Party 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 Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition of all funds from time to time credited deposited therein, including without limitation, all overnight investments. (c) Each such Credit Party agrees to pay to the Collateral Agent any and all reasonable fees, costs and expenses which the Collateral Agent incurs in connection with opening and maintaining the Lockbox Accounts, the Concentration Accounts or any other similar payment collection mechanism for the Borrower and depositing for collection any check or item of payment received by and/or delivered to the Lockbox Banks or the Collateral Agent on account of the Obligations of such Credit Party. The Borrower agrees to reimburse the Collateral Agent for any amounts paid 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 LC Account. No Pledgor shall grant Control Lockbox Bank arising out of any Deposit Account to any person other than required indemnification by the Collateral Agent. No Pledgor shall revise or revoke any instructions to Agent of such Lockbox Bank against damages incurred by the Lockbox Bank in the operation of a Bank under any Deposit Lockbox Account Control Agreement without the written consent of the Collateral Agentfor such Credit Party.

Deposit Accounts. As of Borrowers shall cause all rents payable under the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 Leases to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion), the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest be deposited into Borrowers’ Account that is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement within five (5) Business Days of receipt of same by Borrowers (or their agent). (a) No later than fifteen (15) days after the Closing Date, Borrowers shall open or cause to be opened the Borrower Account and commence with the provisions of this Section 7.23. Borrowers shall deposit, and cause to be deposited, all collections, proceeds, funds, or revenues from the Projects, including, without limitation, all receivables and all amounts due under the Leases into the Borrowers’ Account. Borrowers and each other Borrower Party hereby authorize Administrative Agent to automatically debit the Borrowers’ Account for the payment of debt service. All rents, additional rent and all other amounts received by Borrowers with respect to such Deposit Account. No Pledgor shall hereafter establish and maintain an Excluded Deposit Account referenced in clause the Projects (i) or shall be deemed to be collateral for the Loan, shall be deposited by Borrowers into the Borrowers’ Account within five (ii5) Business Days after receipt of the definition thereof unless such Pledgor shall have issued sweep same but may then be transferred by Borrowers (or Borrowers’ Agent) to another operating account. In furtherance of the foregoing, other than during the existence of an Event of Default, Borrowers may give instructions directing the bank to sweep funds from the Excluded Deposit Account to a Deposit Account subject to the Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing regarding the disposition of funds in the Borrowers’ Account for any purpose not prohibited by the terms and conditions of this Agreement or the other Loan Documents; provided, however, that during the existence of an Event of Default, Administrative Agent shall have the exclusive right to give instructions regarding the disposition of funds in the Borrowers’ Account. (b) Notwithstanding anything in any other agreement to the contrary, Borrowers agree that Borrowers shall be liable for any commercially reasonable fees and charges CONA – Healthcare Trust, Inc. 92119388.8 in effect from time to time credited and charged in connection with the Borrowers’ Account, and that Administrative Agent shall not have any liability therefor. Borrowers further acknowledge and agrees that, to any Deposit the extent such fees and charges are not paid by Borrowers directly but are satisfied using amounts in the Borrower’s Account or withhold any withdrawal rights such fees and charges shall be immediately (upon notice) due and payable from such Pledgor with respect Borrower to funds from time to time credited to any Deposit Account unless Administrative Agent. (c) During the existence of an Event of Default has occurred and is continuing. The provisions Default, Borrowers agree that all amounts in the Borrowers’ Account or otherwise received by Administrative Agent, may be applied on account of the Obligations in accordance with the terms of this Section 3.4(b) shall not apply to the LC Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral AgentAgreement.

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 the accounts listed in on Schedule 14 10 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion), the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest is perfected by Control (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) within 75 days following the available balance of which is swept daily date hereof, each applicable Pledgor shall have used commercially reasonable efforts to execute and deliver a Deposit Account subject Control Agreement with respect to each of the Deposit Accounts (other than Excluded Accounts or Excluded Assets) listed on Schedule 10 to the Collateral Agent’s Control Perfection Certificate or the Pledgors have closed such accounts, and (iii) within 75 days following the balance of which is not swept daily date hereof, each applicable Pledgor shall use commercially reasonable efforts to cause the Collateral Agent to have a Deposit Account valid, enforceable, perfected security interest (subject to the Collateral Agent’s Permitted Liens) in such Deposit Accounts by Control and whichexcept as such enforceability may be limited by bankruptcy, in the aggregateinsolvency, contain no more than 15% of total cash of Borrower and its Subsidiaries at any time)reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account (other than Excluded Accounts or Excluded Assets) unless (1) it shall have given the Collateral Agent 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 (3) such Bank bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement (or an amendment to an existing Deposit Account Control Agreement) with respect to such Deposit Account. No Pledgor shall hereafter establish and maintain , in each case, to the extent an Excluded existing Deposit Account referenced in clause (i) or (ii) of the definition thereof unless Control Agreement does not already cover such Pledgor shall have issued sweep instructions directing the bank to sweep funds from the Excluded Deposit Account to a within 75 days following the date of opening such Deposit Account subject to the Collateral Agent’s ControlAccount. The Collateral Agent agrees with each Pledgor that the 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. The Except to the extent set forth in the immediately preceding sentence, the provisions of this Section 3.4(b) shall not apply to any Deposit Accounts for which the LC AccountCollateral Agent is the Deposit Account bank. 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 First Priority Collateral Agent. No Pledgor shall revise Agent or revoke any instructions (ii) subject to a Bank under any Deposit Account Control the terms of the Intercreditor Agreement without the written consent of if in effect, the Collateral Agent.

Deposit Accounts. As Each Grantor shall deposit the net cash proceeds from any Asset Disposition meeting the requirements of Section 6.07(b) of the date hereofCredit Agreement in a Deposit Account (the “Collateral Proceeds Deposit Account”). For each Collateral Proceeds Deposit Account that any Grantor at any time opens or maintains, no Pledgor has such Grantor shall either (i) cause the depositary bank to agree to comply at any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as time with instructions from the Collateral Agent may agree in its sole discretion), the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the 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 depositary bank to sweep funds from the Excluded Deposit Account to a Deposit Account subject to the Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to such Collateral Proceeds Deposit Account, without further consent of such Grantor or any other Person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent or (ii) arrange for the Collateral Agent to become the customer of the depositary bank with respect to the Collateral Proceeds Deposit Account, and in either case the Grantor will be permitted to withdraw funds from such Collateral Proceeds Deposit Account only with the consent of the Collateral Agent. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor (to the extent such Pledgor rights are to be exercised in a manner consistent with respect to funds from time to time credited to any Deposit Account the Credit Agreement), unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur. The provisions of this Section 3.4(b) paragraph shall not apply to (A) any Collateral Proceeds Deposit Account for which any Grantor, the LC depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth therein and (B) Collateral Proceeds Deposit Accounts for which the Collateral Agent is the depositary. Notwithstanding the foregoing, other than with respect to a Collateral Proceeds Deposit Account. No Pledgor , in no event shall grant Control (x) a control agreement or a cash collateral agreement be required for any Deposit Account, regardless of whether the Collateral Agent is the depositary for such Deposit Account, or (y) the Collateral Agent be required to (1) become the customer of any bank holding any Deposit Account with respect to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any such Deposit Account Control Agreement without the written consent or (2) possess any cash of the Collateral Agentany Grantor.

Deposit Accounts. As of the date hereof, no Pledgor hereof each Grantor has neither opened nor maintains any Deposit Accounts other than Excluded Accounts and the accounts listed on Schedule V. At Collateral Agent’s request, but in Schedule 14 no event earlier than the date occurring 60 days from the date hereof, or in the case of any Deposit Account 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 Perfection CertificateCollateral Agent, each Grantor shall use commercially reasonable efforts to cause each of such Deposit Accounts to be subject to the terms of a fully executed Deposit Account Control Agreement. Within 45 Each applicable Grantor will give prompt notice to the Collateral Agent upon establishing a new Deposit Account with a bank. Such Grantor shall, at Collateral Agent’s request use commercially reasonable efforts to, within 30 days after the Closing Date establishment or maintenance of any Deposit Account referred to in the preceding sentence (or such longer period as the Collateral Agent may agree in its sole discretion), the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest is perfected agreed by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 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 (3) such Bank bank and such Pledgor Grantor shall have duly executed execute and delivered deliver to the 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 Collateral Agent agrees with each Pledgor Grantor that the 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. The provisions of this Section 3.4(b) shall not apply to the LC Account. No Pledgor Grantor shall grant Control of any Deposit Account to any person other than the First-Lien Collateral Agent and the Collateral Agent. No Pledgor The provisions of this Section 4.06 shall revise or revoke any instructions not apply to a Bank under (1) any Deposit Account Control Agreement Accounts for which the Collateral Agent is the Bank, (2) any Deposit Accounts (and the cash 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 written consent 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 Collateral AgentCredit 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 Upon request of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion)following the occurrence of an Unmatured Event of Default or Event of Default, the Collateral Agent each Grantor shall have enter into a Control Agreement to create a perfected first priority security interest by Control in each Deposit Account listed in Schedule 17 of the Perfection Certificate and each Deposit Account thereafter acquired after the date hereof (other than such Deposit Account, Accounts in which the granting of a security interest is perfected by and entering into a Control (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 Agreement with respect to such Deposit Account is swept daily to prohibited by, and would result in a Deposit Account subject to default under, any Permitted Receivables or Factoring Financing). Following 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, request set forth in the aggregatepreceding sentence, contain no more than 15% of total cash of Borrower and its Subsidiaries at Grantor shall thereafter establish any time). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Grantor shall have given the Collateral Agent 30 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 Collateral Agent and (3) such Bank and such Pledgor Grantor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Pledgor such that the Collateral Agent shall hereafter establish and maintain an Excluded receive a first priority security interest by Control in such new Deposit Account referenced in clause and (i3) 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 is acceptable to the Collateral Agent’s Control. No Grantor shall grant Control of any Deposit Account to any Person other than the Collateral Agent. Upon request following the occurrence of an Unmatured Event of Default or Event of Default, each Grantor shall grant a security interest by Control to create a perfected security interest in all Securities Accounts and Commodity Accounts (other than such Securities Accounts or Commodity Accounts in which the granting of a security interest and entering into a Control Agreement with respect to such Securities Accounts or Commodity Accounts is prohibited by Requirements of Law). Following the request set forth in the preceding sentence, (i) no Grantor shall establish or maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless such Grantor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be; and (ii) each Grantor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any cash or Investment Property and any new securities, instruments, documents or other property by reason of ownership of the Investment Property received by it into a Securities Account or Commodity Account subject to such Control Agreement in favor of the Collateral Agent. The Collateral Agent agrees with each Pledgor Grantor that the Collateral Agent shall not give any Entitlement Orders or instructions directing the disposition of funds from time to time credited or directions to any Deposit Account issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights from by such Pledgor with respect to funds from time to time credited to any Deposit Account Grantor, unless an Event of Default has occurred and is continuing. The provisions of this Section 3.4(b) shall not apply , or, after giving effect to the LC Accountany such investment and withdrawal rights, would occur. No Pledgor Grantor shall grant Control of control over any Deposit Account Investment Property to any person Person other than the Collateral Agent. No Pledgor Notwithstanding anything to the contrary in this subsection (c), in no event shall revise or revoke the foregoing include any instructions to a Bank under any Deposit Account Control Agreement without “Collateral” as defined in the written consent of the Collateral AgentU.S. Pledge Agreement.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 13 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the The Collateral Agent may agree in its sole discretion), the Collateral Agent shall have has a first priority security interest in each such Deposit Account, subject as to priority only to Permitted Liens (including with respect to the ABL Collateral the Liens of the ABL Agent until the Discharge of ABL Obligations), which security interest is shall promptly be perfected by Control (except for those Deposit Accounts (but in any event within 180 days of 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)date hereof. No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1unless(1) it shall have given give the Collateral Agent 30 days’ prior prompt written notice of its intention to establish that such new Deposit Account has been established with a Bank, Bank and (2) such Bank shall be reasonably acceptable to Bank, such Pledgor and the Collateral Agent and shall within sixty (360) days of the date of acquisition of such Bank and such Pledgor shall Deposit Account have duly executed and delivered to the 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 time to sweep funds from the Excluded Deposit Account to a Deposit Account subject to be extended by the Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that the 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 provisions of this Section 3.4(b) shall not apply to Deposit Accounts (i) for which the LC AccountCollateral 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 provisions of this paragraph) with an aggregate average daily balance of all funds in all such other deposit accounts for all Loan Parties 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 Collateral Agent. No Pledgor shall revise or revoke any instructions Agent and, subject to a Bank under any Deposit Account Control Agreement without the written consent Intercreditor Agreement, prior to the Discharge of ABL Obligations, the Collateral ABL Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the The Collateral Agent may agree in its sole discretion), the Collateral Agent shall have has a first priority security interest interest, subject to Liens permitted pursuant to the applicable Deposit Account Control Agreement, in each such Deposit AccountAccount other than the Excluded Deposit Accounts, which security interest is will be perfected by Control (except for those Deposit Accounts (as provided in Section 4.01(q) of 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)Credit Agreement. No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account Account, other than Excluded Accounts, unless (1) it shall have given the Collateral Agent 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, (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 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 Collateral Agent agrees with each Pledgor that the 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 provisions of this Section 3.4(b) shall not apply to the LC Account or to any other Deposit Accounts for which the Collateral Agent is the Bank. Each Pledgor agrees that once the Collateral Agent sends an instruction or notice to a Bank exercising its control over any Deposit 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. 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 Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under Agent directing disposition of the funds in any Deposit Account Control Agreement without the written further consent of the Collateral Agentby such Pledgor.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed in Schedule 14 15 annexed to the Perfection Certificate. Within 45 days after the Closing Date Certificate and (or such longer period as ii) the Collateral Agent may agree in its sole discretion), the Collateral Agent shall have has a perfected first priority security interest in each such Deposit Account, which security interest is perfected by Control (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 listed in Schedule 15 annexed to the Collateral Agent’s Perfection Certificate by 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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Pledgor , provided that, Pledgors shall hereafter establish and maintain an Excluded not be required to deliver Control Agreements with respect to the Deposit Account referenced established at Commercial Bank (Account No. 9041009266) and any ▇▇▇▇▇ cash account if the aggregate amount of deposits in clause (i) or (ii) of all such Deposit Accounts does not exceed $1.0 million at any one time outstanding. Each Pledgor agrees that at the definition thereof unless such Pledgor time it establishes any additional Deposit Accounts it shall have issued sweep instructions directing the bank to sweep funds from the Excluded enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to a such Deposit Account subject to the Collateral Agent’s ControlAccount. The Collateral Agent agrees with each Pledgor that the 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 provisions of this Section 3.4(b) shall not apply to the LC AccountCollateral Account or to any other Deposit Accounts for which the Collateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent.

Deposit Accounts. As The Borrower and each Guarantor Subsidiary shall cause, or continue to cause, each Deposit Account (other than Excluded Deposit Accounts) of the date hereofBorrower and each Guarantor Subsidiary maintained in the United States: (i) other than with respect to the Specified Non-Lender Accounts, no Pledgor has to be maintained with a Lender; and (ii) to be subject to a deposit account control agreement in form and substance reasonably satisfactory to the Administrative Agent; provided that, notwithstanding the foregoing, (w) as to any Deposit Accounts other than Account opened by the accounts listed in Schedule 14 Borrower or any Guarantor Subsidiary after the Amendment No. 5 Effective Date, the foregoing clause (ii) shall not be required to be satisfied prior to the Perfection Certificatedate that is sixty (60) days after such Deposit Account is established (or such later date reasonably agreed by the Administrative Agent), (x) as to any Deposit Account acquired by the Borrower or any Guarantor Subsidiary after the Amendment No. Within 45 5 Effective Date, the foregoing clauses (i) and (ii) shall not be required to be satisfied prior to the date that is sixty (60) days after the Closing Date date of acquisition of such Deposit Account (or such longer period later date reasonably agreed by the Administrative Agent), (y) as to any Deposit Account of a Person that becomes a Guarantor Subsidiary after the Collateral Agent may agree Amendment No. 5 Effective Date, the foregoing clauses (i) and (ii) shall not be required to be satisfied prior to the date that is sixty (60) days after the date on which such Person becomes a Guarantor Subsidiary (or such later date reasonably agreed by the Administrative Agent) and (z) with respect to any Deposit Account maintained with a depository bank that ceases to be a Lender after the Amendment No. 5 Effective Date, the foregoing clauses (i) and (ii) shall not be required to be satisfied prior to the date that is sixty (60) days after the date on which such depository bank ceased to be a Lender (or such later date reasonably agreed by the Administrative Agent). With respect to any Deposit Account that becomes subject to a control agreement in its sole discretion)accordance with this Section 5.18, the Collateral Agent shall have not deliver a first priority security interest in each such Deposit Account, which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 30 days’ prior written notice of its intention to establish control (or similar notice) in respect of such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the 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 Collateral Agent agrees with each Pledgor that the 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 then continuing. The provisions of this Section 3.4(b) shall not apply to the LC Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 13 to the Perfection Certificate. Within 45 days after the Closing Date date hereof (or such longer period of time as agreed to by the First Lien Agent in its sole discretion and so communicated to the Collateral Agent may agree in its sole discretionwriting as soon as practicable), the Collateral Agent shall will have a first second priority security interest in each such Deposit AccountAccount (other than (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 interest is perfected by Control (except for those Deposit Accounts (will be, upon the “Excluded Deposit Accounts”) (i) for which Control is prohibited by Governmental Authority so long as the balance execution and delivery of each such Deposit Account is swept daily to a Deposit Account subject to the Collateral Agent’s Control Agreement with respect thereto perfected by 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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, 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 Collateral Agent 30 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 Bank, (2) such any Bank shall be reasonably acceptable to the Collateral Agent and (3) unless such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No At any time such requirements apply, the applicable Pledgor shall hereafter establish and maintain an Excluded Deposit Account referenced in clause (i) or (ii) of the definition give notice 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 ControlAgent 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 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 provisions of this Section 3.4(b) Each Pledgor agrees that once the Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account such Pledgor shall not apply give any instructions or orders with respect to the LC 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 Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without Agent and the written consent of the Collateral First Lien Agent.

Deposit Accounts. As of the date hereofClosing Date, each Pledgor hereby represents and warrants that no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 16(a) to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion), the The Collateral Agent shall have a valid, enforceable, perfected first priority security interest Lien under applicable U.S. state law (subject to Permitted Liens) in each such Deposit Account, which security interest is perfected by Control (except 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 those Deposit Accounts (the “Excluded Deposit Accounts”) (i) for which such perfection by Control is prohibited by Governmental Authority so long as the balance of each in any such Deposit Account is swept daily on the Closing Date, the Pledgors shall continue to a use commercially reasonable efforts to provide for perfection by Control in all such Deposit Account subject to Accounts within 60 days (or such longer period as the Collateral Agent’s Control, (iiAgent may approve in its sole discretion) following 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)Closing Date. No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account (other than an Excluded Account) unless (1) it shall have given the Collateral Agent 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 (3) such applicable Bank and such Pledgor shall have duly executed and delivered to the 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 Collateral Agent agrees with each Pledgor that the 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 provisions of this Section 3.4(b3.4(d) shall not apply to any Deposit Accounts for which the LC 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 Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed in Schedule 14 15 annexed to the Perfection Certificate. Within 45 days after the Closing Date Certificate and (or such longer period as ii) the Collateral Agent may agree in its sole discretion), the Collateral Agent shall have has a perfected first priority security interest in each such Deposit Account, which security interest is perfected by Control (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 listed in Schedule 15 annexed to the Collateral Agent’s Perfection Certificate by 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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, 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 Collateral Agent 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, Bank and (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Each Pledgor shall hereafter establish and maintain an Excluded agrees that at the time it establishes any additional Deposit Account referenced in clause Accounts (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 other than a Deposit Account subject that constitutes Special Property) it shall enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to the Collateral Agent’s Controlsuch Deposit Account. The Collateral Agent agrees with each Pledgor that the 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 provisions Notwithstanding any other provision in this Agreement, prior to an acceleration of this Section 3.4(b) the Notes by the Trustee or the Holders thereof in accordance with the Indenture, the Issuer and the Guarantors shall not apply also be entitled, without any release or consent of the Collateral Agent, to use cash or Cash Equivalents to pay operating expenses and to pay interest on the LC AccountNotes. No Pledgor shall grant Control of any Deposit Account constituting Collateral to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent.

Deposit Accounts. As Upon the request of the date hereofAdministrative Agent, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 subject to the Perfection Certificate. Within 45 days after last sentence of this Section 6.02, the Closing Date (Borrower shall, and shall cause its relevant Subsidiaries and the relevant depository financial institutions, to execute, deliver and/or file or record such longer period additional Security Documents as the Collateral Agent may agree in its sole discretion), the Collateral Administrative Agent shall have deem necessary or advisable from time to time to maintain, create and perfect a first priority security interest in each such Deposit Account, which security interest is perfected by Control favor of the Agent in all "deposit accounts" (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, defined in the aggregate, contain no more than 15% Uniform Commercial Code) of total cash of the Borrower and its Subsidiaries (other than the Special Purpose Subsidiary and the Letter-of-Credit Subsidiary) in existence on the Closing Date and all after-acquired deposit accounts in which the Borrower or any of its Subsidiaries (other than the Special Purpose Subsidiary and the Letter-of-Credit Subsidiary) maintains a balance in excess of $50,000.00; provided, however, that no mandatory cash sweeps shall be required at any time). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, time when no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the 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 Collateral Agent agrees with each Pledgor that the 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 provided further that, subject to the last sentence of this Section 6.02, the Borrower and its Subsidiaries shall, within 45 days after the Closing Date, deliver control agreements in form and substance satisfactory to the Administrative Agent and the relevant depository financial institutions and signed by the respective account holder and depository financial institution with respect to all deposit accounts of the Borrower and its Subsidiaries (other than the Special Purpose Subsidiary and the Letter-of-Credit Subsidiary) in existence on the Closing Date. The After the Closing Date, the Borrower and its Subsidiaries shall not open any deposit account (other than any account relating to the operation of a Station in which the balance does not exceed $50,000.00) unless the Borrower shall have delivered to the Administrative Agent a control agreement in form and substance satisfactory to the Agent and the relevant depository financial institutions and signed by the respective account holder and depository financial institution with respect to such deposit account. Notwithstanding the foregoing provisions of this Section 3.4(b) 6.02, and so long as the Borrower Intercreditor Agreement remains in effect, the Borrower shall not apply be required to deliver to the LC Account. No Pledgor shall grant Control of Administrative Agent any Deposit Account such control agreements or other Security Documents with respect to any person other than deposit account if the Collateral Agent. No Pledgor shall revise or revoke any instructions Borrower previously has delivered a control agreement applicable to a Bank such deposit account to the agent for the lenders under any Deposit Account Control Agreement without the written consent of the Collateral AgentBorrower Term Loan Agreement.

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 (x) in which the Pledgors customarily maintain in excess of $100,000, individually or in the aggregate, other than the Deposit Accounts listed on Schedule 16(a) to the Perfection Certificate, or (y) into which Accounts payable by Medicare/Medicaid Account Debtors are held or have been deposited, other than the Deposit Accounts listed on Schedule 16(b) to the Perfection Certificate, (ii) within the time period specified in Section 5.15(a) of the Credit Agreement, each applicable Pledgor and the relevant Bank(s) shall execute and deliver, with respect to Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion)Lockbox Accounts and Payroll Accounts, the Collateral Agent shall have a first priority security interest in each such Deposit Account, which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to each of the Deposit Accounts listed on Schedule 16(a) to the Perfection Certificate or the Pledgors shall close such Deposit Account. No Pledgor shall hereafter establish and maintain an Excluded Deposit Account referenced accounts, (iii) within the time period specified in clause (i) or (iiSection 5.15(a) of the definition thereof unless such Pledgor Credit Agreement, the Collateral Agent shall have issued sweep instructions directing a valid, enforceable, perfected first priority security interest (subject to Permitted Liens) in such Deposit Accounts by Control, (iv) within the bank time period specified in Section 5.15(c) of the Credit Agreement, each applicable Pledgor and the relevant Banks shall execute and deliver a Lockbox Agreement with respect to sweep each of the Lockbox Accounts listed on Schedule 16(b) to the Perfection Certificate or the Pledgors shall close such accounts, (v) within the time period specified in Section 5.15(c) of the Credit Agreement, the Collateral Agent shall have a valid, perfected first priority security interest in such Lockbox Accounts by dominion and control (subject only to non-consensual Permitted Liens arising by operation of applicable Legal Requirements and which are entitled, by operation of such Legal Requirements, to priority over the Collateral Agent’s security interest therein), (vi) within the time period specified in Section 5.15(c) of the Credit Agreement, the Collateral Agent’s security interest in such Lockbox Accounts shall become and shall remain enforceable, subject only to the Collateral Agent obtaining the consent of the applicable Medicare/Medicaid Account Debtor, compliance with applicable Health Care Laws, or obtaining an Order from a court of competent jurisdiction recognizing and permitting the enforcement of such security interest and (vii) as of the date hereof, the funds from contained in each Lockbox Account are either required under the Excluded Deposit Account terms of a lockbox agreement to be, or in fact are, transferred to a Deposit Account maintained by a Pledgor within one Business Day following receipt of such funds in the Lockbox Account subject to the Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that the 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 provisions of this Section 3.4(b) shall not apply to the LC Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agentlockbox agreement.

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 the accounts listed in on Schedule 14 16(a) to the Perfection Certificate. Within 45 days after , (ii) such Pledgor and each applicable Bank has executed and delivered, or, to the Closing Date (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 longer period as other form that is reasonably satisfactory to the Collateral Agent may agree 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 its sole discretionSchedule 16(a) to the Perfection Certificate), and (iii) the Collateral Agent shall have has a valid and enforceable perfected first priority security interest (subject to Permitted Liens) in each such Deposit Account, which security interest is perfected Account by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, 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 Collateral Agent 30 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, (2B) such Bank shall be reasonably acceptable to the Collateral Agent and (3C) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement (or an amendment to an existing 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 Collateral Agent agrees with each Pledgor that the 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, after giving effect to any withdrawal, would occur. The provisions of this Section 3.4(b) shall not apply to (x) any Excluded Accounts or (y) any Collateral Account or any other Deposit Accounts for which the LC AccountCollateral Agent is the Bank. No Pledgor has granted or shall grant Control of any Deposit Account to any person Person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent.

Deposit Accounts. As of the date hereof, no Pledgor Each Grantor hereby represents and warrants that (i) it has neither opened nor maintains any Deposit Accounts other than the accounts listed in Schedule 14 to SCHEDULE 16 of the Perfection Certificate. Within 45 days after the Closing Date Certificate and (or such longer period as the ii) each Collateral Agent may agree in its sole discretion), the Collateral Agent shall have has a first priority perfected security interest in each such Deposit Account, which security interest is perfected other than any Excluded Accounts, by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor Grantor shall hereafter establish and maintain any Deposit Account Account, other than an Excluded Account, unless (1) it the applicable Grantor shall have given each Collateral Agent 15 days' prior written notice (or such shorter period as the Collateral Agent 30 days’ prior written notice shall agree to) of its intention to establish such new Deposit Account with a Bank, and (2) such Bank shall be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor Grantor shall have duly executed and delivered to the each 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 Each Collateral Agent agrees with each Pledgor Grantor that the 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 Grantor with respect to funds from time to time credited to any Deposit Account unless an Event of Default of the type specified in Section 7.01(a) of the Credit Agreement has occurred and is continuing. The provisions continuing or upon the occurrence of this Section 3.4(b) shall not apply to the LC AccountLoans or other Obligations becoming declared immediately due and payable and/or the Commitments being declared terminated. No Pledgor Grantor shall grant Control of any Deposit Account to any person Person other than the Collateral AgentAgents. No Pledgor shall revise Notwithstanding the provisions of the immediately preceding paragraph, each Grantor will not be required to enter into Control Agreements, subject to the conditions set forth in this paragraph, with respect to the following Deposit Accounts: (i) any Deposit Accounts used to fund ▇▇▇▇▇ cash expenditures to the extent such accounts do not hold greater than $30,000 at any time; (ii) any Deposit Accounts used solely to fund payroll disbursements to employees; (iii) the Deposit Account held at Wachovia (Acct no: 2000003339970) to the extent such account does not hold over $30,000 at any one time; (iv) the Deposit Account held at Wachovia (Acct no: 6728001483) to the extent such account does not hold over $30,000 for any consecutive five Business Days; (v) the Deposit Account held at BB&T and identified on Schedule 16 to the Perfection Certificate for a period of thirty days following the date hereof; (vi) the Deposit Accounts held at Royal Bank of Canada and identified on the Perfection Certificate on the date hereof, to the extent that any of these accounts do not hold over $200,000 (or revoke the U.S. dollar equivalent thereof at the then prevailing rates of foreign exchange) for any instructions consecutive five Business Days; (vii) the Deposit Accounts held at ▇▇ ▇▇▇▇▇▇ Chase Bank - Hong Kong Branch and identified on the Perfection Certificate on the date hereof, to the extent that these accounts do not hold over $1,500,000 (or the U.S. dollar equivalent thereof at the then prevailing rates of foreign exchange), in the aggregate, at any time; (viii) the Deposit Account held at The Fuji Bank, Ltd. and identified on the Perfection Certificate on the date hereof, to the extent that this account does not hold over $30,000 (or the U.S. dollar equivalent thereof at the then prevailing rates of foreign exchange) at any time; and (ix) the Deposit Account held at Bank of Nova Scotia and identified on the Perfection Certificate on the date hereof, to the extent that all funds held in this account are deposited weekly pursuant to an agreement which is reasonably satisfactory to the Collateral Agents into a Deposit Account subject to a Bank under any Deposit Account Control Agreement without the written consent in favor of the Collateral AgentAgents. The Grantors shall use their Deposit Accounts in accordance with past practices and shall not manipulate the balances in any of their Deposit Accounts solely to ensure that the balances in the Deposit Account meets the limits set forth in the foregoing clauses (i), (iii), (iv), (vi), (vii) and (viii).

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the The Collateral Agent may agree in its sole discretion)has a Second Priority security interest, subject to Liens permitted pursuant to the Collateral Agent shall have a first priority security interest applicable Deposit Account Control Agreement, in each such Deposit AccountAccount other than Excluded Deposit Accounts, which security interest is will be perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account Account, other than Excluded Accounts, unless (1) it shall have given the Collateral Agent 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, (2) such Bank shall be reasonably acceptable to the Collateral Agent (it being understood that any Bank deemed reasonably acceptable by the First Lien Collateral Agent shall be deemed 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 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 Collateral Agent agrees with each Pledgor that the 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 provisions of this Section 3.4(b) shall not apply to the LC Account or to any other Deposit Accounts for which the First Lien Collateral Agent is the Bank. Each Pledgor agrees that once the Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account such Pledgor shall not given 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 Collateral Agent, the First Lien Collateral Agent and any holder of a Permitted Lien. No Pledgor Notwithstanding the foregoing, within 90 days after the date hereof (or such later date as may be agreed to by First Lien Collateral Agent), the First Lien Collateral Agent shall revise or revoke any instructions to a Bank under any have received executed Deposit Account Control Agreement without Agreements in each Deposit Account listed in Schedule 14 to the written consent of the Collateral AgentPerfection Certificate other than Excluded Deposit Accounts.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. (a) Within 45 90 days after the Closing Date (or such longer period later date as the Collateral Agent may agree in its sole discretionshall agree), each Grantor shall (i) execute and deliver to the Collateral Agent shall have Control Agreement for each Deposit Account (other than accounts with a first priority security interest balance not exceeding $25,000 individually or $100,000 in each the aggregate) maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited into a depositary account (such Deposit Account, a “Controlled Account”), which security interest is perfected by Control Controlled Accounts are identified as such on Exhibit B, and (except for those Deposit Accounts ii) establish lock box service (the “Excluded Deposit AccountsLock Boxes”) (iwith the bank(s) for set forth in Exhibit B, which Control is prohibited by Governmental Authority so long as the balance of each such Deposit Account is swept daily to a Deposit Account lock boxes shall be 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, irrevocable lockbox agreements in the aggregate, contain no more than 15% of total cash of Borrower and its Subsidiaries at any time). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. 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 Collateral Agent 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be form provided by or otherwise reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to be accompanied by an acknowledgment by the bank where the Lock Box is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to Controlled Accounts (a Deposit “Lock Box Agreement”). After the Closing Date, each Grantor will comply with the terms of Section 7.2. (b) Within 90 days after the Closing Date (or such later date as the Collateral Agent shall agree), each Grantor shall direct all of its Account Control Agreement with respect Debtors that forward payments to such Deposit AccountGrantor to forward payments directly to Lock Boxes subject to Lock Box Agreements. No Pledgor shall hereafter establish and maintain an Excluded Deposit Account referenced in clause (i) or (ii) of the definition thereof unless such Pledgor The Collateral Agent shall have issued sweep instructions directing sole access to the bank Lock Boxes at all times and each Grantor shall take all actions necessary to sweep funds grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from the Excluded Deposit Account to a Deposit Account subject to Lock Box without the Collateral Agent’s Controlprior written consent. The If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Lock Box subject to a Lock Box Agreement after notice from the Collateral Agent agrees with each Pledgor that Agent, the Collateral Agent shall not give shall, notwithstanding the language set forth in Section 6.2(b), be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any instructions directing the disposition of funds from time to time credited to Grantor receives 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 LC Account. No Pledgor shall grant Control proceeds of any Deposit Account to any person other than Receivables, such Grantor shall receive such payments as the Collateral Agent. No Pledgor ’s trustee, and shall revise immediately deposit all cash, checks or revoke any instructions other similar payments related to or constituting payments made in respect of Receivables received by it to a Bank under any Deposit Account Control Agreement without the written consent Controlled Account. Any such proceeds of the Collateral Agentshall be applied in the order set forth in Section 5.2 unless a court of competent jurisdiction shall otherwise direct.

Deposit Accounts. As of the date hereof, no (i) Each Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed in Schedule 14 16 annexed to the Perfection Certificate. Within 45 days after Certificate (to the Closing Date extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made) and (or such longer period as ii) the Collateral Administrative Agent may agree in its sole discretion), the Collateral Agent shall have 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, which security interest is perfected by Control (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). No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it the applicable Pledgor shall have given the Collateral Administrative Agent 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 Administrative Agent and (3) if requested by the Administrative Agent, such Bank and such Pledgor shall have duly executed and delivered to the Collateral (he Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. No Each Pledgor shall hereafter establish and maintain an Excluded agrees that, with respect to each Deposit Account referenced in clause existence on the date hereof and at the time it establishes any additional Deposit Accounts, it shall (ito the extent requested by the Administrative Agent) or (ii) of the definition thereof unless such Pledgor shall have issued sweep instructions directing the bank to sweep funds from the Excluded enter into a duly authorized, executed and delivered Deposit Account Control Agreement with respect to a such Deposit Account subject to the Collateral Agent’s ControlAccount. The Collateral Administrative Agent agrees with each Pledgor that the Collateral 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 LC AccountCollateral Account or any other Deposit Account for which the Administrative Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Administrative Agent.

Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 14 to the Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the The Collateral Agent may agree in its sole discretion), the Collateral Agent shall have has a first priority security interest in each such Deposit Account, which security interest interest, except for the Excluded Accounts, is perfected by Control (Control, 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) extent that obtaining such Control may be completed after the available balance of which is swept daily to a Deposit Account subject Closing Date pursuant to the Collateral Agent’s Control or (iii) terms of Section 4.19 of 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)Indenture. No Pledgor shall change the instructions directing the daily sweep of amounts in the Excluded Deposit Accounts to Deposit Accounts subject to the Collateral Agent’s Control. Other than in the case of an Excluded Deposit Account, no Pledgor shall hereafter establish and maintain any Deposit Account (other than Excluded Accounts) unless (1) it shall have given the Collateral Agent 30 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 (3) such Bank and such Pledgor shall have duly executed and delivered to the 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 ; provided, that the definition thereof unless such Pledgor Revolving Credit Collateral Agent shall have issued sweep instructions directing the bank right to sweep funds from waive (or extend) the Excluded Deposit Account to requirement of a Deposit Account subject to the Collateral Agent’s ControlControl Agreement for any account in its reasonable discretion. The Collateral Agent agrees with each Pledgor that the 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. The provisions of this Section 3.4(b) shall not apply to the LC AccountNet Available Cash Account or to any other Deposit Accounts for which the Revolving Credit Collateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. No Pledgor shall revise or revoke any instructions to a Bank under any Deposit Account Control Agreement without the written consent of the Collateral Agent.