Common use of Deposit Accounts Clause in Contracts

Deposit Accounts. (a) No Grantor shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account (other than (i) the LKE Accounts utilized in connection with the LKE Program, (ii) any other Deposit Account used solely for payroll, payroll taxes, and other employee wage and benefit payments, (iii) any Deposit Account that either (I) a Control Agreement complying with the requirements set forth below in this Section 5.11 is executed and delivered to the Collateral Agent on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single Deposit Account does not exceed $100,000 at any time and (y) all such Deposit Accounts does not exceed $500,000 in the aggregate at any time), the respective Grantor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent, on or before the Closing Date or, with respect to any Deposit Account established after the Closing Date, at the time of the establishment of the respective Deposit Account, a Control Agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such bank agrees to comply with the Collateral Agent’s instructions with respect to such Deposit Account without further consent by such Grantor. Notwithstanding the foregoing, the Collateral Agent agrees that it shall not give such instructions unless an Event of Default has occurred and is continuing. If any bank with which such a Deposit Account is maintained refuses to, or does not, enter into such a Control Agreement, then the respective Grantor shall promptly (and in any event prior to thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion or, with respect to any Deposit Account established after the Closing Date, thirty (30) days after the establishment of such account (or such later dates from time to time as the Collateral Agent may consent to in its discretion) close the respective Deposit Account and transfer all balances therein to the Collateral Account or another Deposit Account meeting the requirements of this Section 5.11. (b) After the date of this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is established.

Deposit Accounts. (a) No Grantor shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account (other than (i) the LKE Accounts utilized in connection any Deposit Account maintained with the LKE ProgramCollateral Agent, (ii) any other Deposit Account that is used solely for payroll, payroll taxes, or that is a controlled disbursement account that has a zero balance at the end of each Business Day and other employee wage and benefit payments, (iii) any Deposit Account that either (I) a Control Agreement complying maintained with the requirements set forth below in this Section 5.11 is executed and delivered to the Collateral Agent on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single Deposit Account does not exceed $100,000 at any time and (y) all such Deposit Accounts does not exceed $500,000 in the aggregate at any timeJPMorgan Chase Bank, N.A.), the respective Grantor Assignor (as such term is defined in the Security Agreement) shall use its commercially reasonable efforts to cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent, on or before within 30 days after the Closing Date date hereof (as such date may be extended from time to time by the Collateral Agent in its sole discretion) or, with respect to any Deposit Account established after the Closing Dateif later, at the time of the establishment of the respective Deposit Account, a Control Agreement “control agreement” in a form reasonably satisfactory to the Collateral Agent. Notwithstanding anything in this Section 7.15 to the contrary, (a) if at any time a Deposit Account excluded under the foregoing sentence (other than any Deposit Account maintained with the Collateral Agent) is or becomes subject to a “control agreement” for the benefit of the ABL Secured Parties (as defined in the Security Agreement), then the respective Assignor shall within 30 days after the date hereof (as such date may be extended from time to time by the Collateral Agent in its sole discretion) or, if later, contemporaneously with the execution and substance delivery of each such “control agreement” for the benefit of the ABL Secured Parties execute and deliver a “control agreement” with respect to such Deposit Account in a form reasonably satisfactory to the Collateral Agent pursuant and (b) if at any time the ABL Borrowing Availability is less than $15,000,000, then each Assignor shall within 30 days after such time to which such bank agrees execute and deliver a “control agreement” in a form reasonably satisfactory to comply with the Collateral Agent’s instructions , with respect to such each Deposit Account without further consent not then subject to a “control agreement,” unless otherwise agreed to by such Grantor. Notwithstanding the foregoing, the Collateral Agent agrees that it shall not give such instructions unless an Event of Default has occurred and is continuingin writing. If Unless otherwise agreed to by the Collateral Agent in writing, if any bank with which such a Deposit Account is maintained refuses to, or does not, enter into such a Control Agreement“control agreement” to the extent and by the date required hereunder, then the respective Grantor Assignor shall promptly (and in any event prior to thirty (30) within 30 days after the Closing Date (such date or such later dates from time longer period as may be acceptable to time as the Collateral Agent may consent to in its discretion or, with respect to any Deposit Account established after the Closing Date, thirty (30) days after the establishment of such account (or such later dates from time to time as the Collateral Agent may consent to in its discretionAgent) close the respective Deposit Account and transfer all balances therein to the Cash Collateral Account (as defined in the Security Agreement) or another Deposit Account meeting the requirements of this Section 5.11. (b) After the date of this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into subject to a “control agreement” in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish a form reasonably satisfactory to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is establishedAgent.

Deposit Accounts. (a) No Grantor shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account (other than (i) the LKE Accounts utilized in connection with the LKE Program, (ii) any other Deposit Account used solely for payroll, payroll taxes, and other employee wage and benefit payments, (iii) any Deposit Account that either (I) a Control Agreement complying with the requirements set forth below in this Section 5.11 is executed and delivered to the Collateral Agent on or before Within thirty (30) days after of the Closing Date date hereof, the Borrower shall provide the Administrative Agent with a schedule (or which schedule shall (x) be delivered to the Administrative Agent for safekeeping purposes only, and (y) not be delivered to the Lenders except upon their written request therefor in connection with the exercise of rights and remedies pursuant to this Agreement), substantially in the form of Schedule VIII hereto, which schedule shall identify all Deposit Accounts owned by the Grantors and the financial institutions and the locations where such later dates Deposit Accounts are maintained, which schedule shall be updated from time to time as in accordance with Sections 4.5 and 4.6 of this Agreement. Subject to, and without limiting the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after effect of, Section 7.2, following the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) occurrence and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single Deposit Account does not exceed $100,000 at any time and (y) all such Deposit Accounts does not exceed $500,000 in the aggregate at any time), the respective Grantor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent, on or before the Closing Date or, with respect to any Deposit Account established after the Closing Date, at the time continuance of the establishment of the respective Deposit Account, a Control Agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such bank agrees to comply with the Collateral Agent’s instructions with respect to such Deposit Account without further consent by such Grantor. Notwithstanding the foregoing, the Collateral Agent agrees that it shall not give such instructions unless an Event of Default has occurred and at the direction of the Majority Lenders, each Grantor shall make its reasonable best efforts to maintain each of its Deposit Accounts pursuant to a deposit account agreement which is continuing. If any in all respects satisfactory to the Administrative Agent and which provides, among other things, that (a) until the deposit account bank with which such a shall have received written notice from the Administrative Agent pursuant to this clause, the deposit account bank will make all payments from the Deposit Account is maintained refuses toas specified by the applicable Grantor, or does notand, enter into after any such a Control Agreementnotice, then the respective Grantor shall promptly (and in any event prior to thirty (30) days after the Closing Date (or deposit account bank will make all payments from such later dates from time to time as the Collateral Agent may consent to in its discretion or, with respect to any Deposit Account established after to the Closing Date, thirty (30) days after the establishment of such account (or such later dates from time to time as the Collateral Administrative Agent may consent to in its discretion) close the respective Deposit Account and transfer all balances therein for credit to the Collateral Account or another Deposit Account meeting the requirements of this Section 5.11. Account, (b) After the date deposit account bank (if other than the Administrative Agent or a Lender) waives all setoff rights (other than setoff rights for reasonable and customary account service charges and fees and amounts based on items that are dishonored by the payor thereof and returned to the deposit account bank), and (c) such deposit account agreement may not be amended without the written consent of this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a)Administrative Agent. At The Administrative Agent will not give the time any such Deposit Account is established, notice referred to in the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish unless it has given, or is contemporaneously giving, notice pursuant to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is establishedSection 7.

Deposit Accounts. (a1) No Grantor The Obligor does not maintain, and shall not at any time after the Effective Date establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in which are permitted pursuant to Section 9-102 8.16 of the UCC) whose jurisdiction Amended and Restated Credit Agreement. Schedule 4.28 accurately sets forth each account maintained by the Obligor (determined in accordance with Section 9-304 including a description thereof and the respective account number), the name of the UCC) respective bank with which such account is within a State maintained, and the branch of the United Statesbank at which such account is maintained. For each Deposit Account (other than (i) the LKE Accounts utilized in connection with the LKE Program, (ii) any other Deposit Account used solely for payroll, payroll taxes, and other employee wage and benefit payments, (iii) any Deposit Account that either (I) a Control Agreement complying with the requirements set forth below in this Section 5.11 is executed and delivered to the Collateral Agent on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single Deposit Account does not exceed $100,000 at any time and (y) all such Deposit Accounts does not exceed $500,000 in the aggregate at any time)account, the respective Grantor Obligor shall cause the bank with which the Deposit Account account is maintained to execute and deliver to the Collateral Agent, on or before the Closing Date or, with respect to any Deposit Account established within 30 days after the Closing DateCollateral Agent’s request therefor, at a “control agreement” in the time form of Exhibit “A” to Schedule 4.28 (appropriately completed) with such changes thereto as may be acceptable to the Collateral Agent. The Collateral Agent and the Obligor agree that: (i) the control agreement regarding deposit accounts between the Obligor, The Bank of Nova Scotia and Bankers Trust Company (now Deutsche Bank Trust Company Americas), a predecessor in interest of the establishment Collateral Agent, dated as of May 10, 2002 (the respective Deposit Account“Existing Control Agreement”), a Control Agreement in form and substance reasonably satisfactory which control agreement has been assigned by Deutsche Bank Trust Company Americas to the Collateral Agent pursuant to which such bank agrees to comply with by an agreement of even date herewith, constitutes a control agreement for the Collateral Agent’s instructions with respect to such Deposit Account without further consent by such Grantor. Notwithstanding purposes of this Section 4.28; and (ii) the foregoing, the Collateral Agent agrees that it Existing Control Agreement is confirmed in all respects and shall not give such instructions unless an Event of Default has occurred continue in full force and is continuingeffect. If any bank with which such a Deposit Account account is maintained refuses to, or does not, enter into such a Control Agreementcontrol agreement, then the respective Grantor Obligor shall promptly (and in any event prior to thirty (30) within 30 days after of the Closing Date (or such later dates from time to time as date of the Collateral Agent may consent to in its discretion or, with respect to any Deposit Account established after the Closing Date, thirty (30) days after the establishment of such account (or such later dates from time to time as the Collateral Agent may consent to in its discretionrespective request) close the respective Deposit Account account and transfer all balances therein to the Collateral Account or another Deposit Account account meeting the requirements of this Section 5.114.28 (with respect to which a “control agreement” meeting the foregoing requirements has been entered into and is in full force and effect). If any bank with which an account is maintained refuses to subordinate all of its claims with respect to such account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such account be terminated in accordance with the immediately preceding sentence or (y) agree to a control agreement without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such account be terminated (within 30 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence. (b2) After the date of this Agreement, no Grantor The Obligor shall not establish any new demand, time, savings, passbook or similar accountaccounts, except for Deposit Accounts accounts established and maintained with banks and meeting the requirements of preceding clause (aSection 4.28(1). At the time any such Deposit Account an account is established, to the extent so requested by the Collateral Agent, the appropriate Control Agreement control agreement shall be entered into executed in accordance with the requirements of preceding clause (aSection 4.28(1) and the respective Grantor Obligor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto 4.28 containing the relevant information with respect to the respective Deposit Account account and the bank with which the same is established. (3) The Collateral Agent (x) shall not deliver a Notice of Exclusive Control (as defined in the Form of Control Agreement attached hereto as Exhibit “B”) pursuant to any “control agreement” (other than with respect to any account maintained with the Collateral Agent) to any bank with which the Obligor has established an account unless an Event of Default then exists and is continuing, (y) shall not give instructions (as contemplated in the first sentence of Section 2(1) of Exhibit “B”) as to the withdrawal or disposition of funds in any account in any such “control agreement” (other than with respect to any account maintained with the Collateral Agent) unless an Event of Default then exists and is continuing, and (z) shall provide the Borrower in accordance with the notice provisions in the Amended and Restated Credit Agreement with a copy of any such Notice of Exclusive Control delivered pursuant to any such “control agreement”.

Deposit Accounts. (a) No Grantor shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account maintained by a Credit Party (other than (i) the LKE Accounts utilized in connection any Deposit Account maintained with the LKE ProgramCollateral Agent, (ii) any other Deposit Account that is used solely for payroll, payroll taxes, or that is a controlled disbursement account intended to have a zero balance at the end of each Business Day and other employee wage and benefit payments, (iii) any Deposit Account that either (I) a Control Agreement complying maintained with the requirements set forth below in this Section 5.11 is executed and delivered to the Collateral Agent on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to JPMorgan Chase Bank, N.A., in its discretion) or (II) is closed on or before thirty (30) days after capacity as agent under the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single Deposit Account does not exceed $100,000 at any time and (y) all such Deposit Accounts does not exceed $500,000 in the aggregate at any timeABL Credit Agreement), the respective Grantor 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 Collateral Agent, on or before within 30 days after the Closing Date date hereof (as such date may be extended from time to time by the Collateral Agent in its sole discretion) or, with respect to any Deposit Account established after the Closing Dateif later, at the time of the establishment of the respective Deposit Account, a Control Agreement “control agreement” in a form reasonably satisfactory to the Collateral Agent. Notwithstanding anything in this Section 7.15 to the contrary, (a) if at any time a Deposit Account excluded under the foregoing sentence (other than any Deposit Account maintained with the Collateral Agent) is or becomes subject to a “control agreement” for the benefit of the ABL Secured Parties (as defined in the Security Agreement), then the respective Credit Party shall within 30 days after the date hereof (as such date may be extended from time to time by the Collateral Agent in its sole discretion) or, if later, contemporaneously with the execution and substance delivery of each such “control agreement” for the benefit of the ABL Secured Parties execute and deliver a “control agreement” with respect to such Deposit Account in a form reasonably satisfactory to the Collateral Agent pursuant and (b) if at any time the ABL Borrowing Availability is less than $15,000,000, then each Credit Party shall within 30 days after such time execute and deliver a “control agreement” in a form reasonably satisfactory to which such bank agrees to comply with the Collateral Agent’s instructions , with respect to such each Deposit Account without further consent not then subject to a “control agreement,” unless otherwise agreed to by such Grantor. Notwithstanding the foregoing, the Collateral Agent agrees that it shall not give such instructions unless an Event of Default has occurred and is continuingin writing. If Unless otherwise agreed to by the Collateral Agent in writing, if any bank with which such a Deposit Account is maintained refuses to, or does not, enter into such a Control Agreement“control agreement” to the extent and by the date required hereunder, then the respective Grantor Credit Party shall promptly (and in any event prior to thirty (30) within 30 days after the Closing Date (such date or such later dates from time longer period as may be acceptable to time as the Collateral Agent may consent to in its discretion or, with respect to any Deposit Account established after the Closing Date, thirty (30) days after the establishment of such account (or such later dates from time to time as the Collateral Agent may consent to in its discretionAgent) close the respective Deposit Account and transfer all balances therein to the Cash Collateral Account (as defined in the Security Agreement) or another Deposit Account meeting the requirements of this Section 5.11. (b) After the date of this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into subject to a “control agreement” in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish a form reasonably satisfactory to the Collateral Agent a supplement to Item F of Schedule II hereto containing Agent. Notwithstanding the relevant information foregoing, no control agreements shall be required with respect to the respective any Deposit Account other than the (x) Cash Collateral Accounts and the bank with which same is establishedTerm Collateral Account (as defined in the Security Agreement), to the extent requested by the Collateral Agent and (y) Deposit Accounts that are required to be subject to control agreements pursuant to the ABL Credit Documents.

Deposit Accounts. Each Pledgor hereby represents and warrants that (i) as of the date hereof, such Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed on Schedule 16(a) to the Perfection Certificate with the respective banks referred to therein, (ii) such Pledgor and each applicable bank has executed and delivered, or to the extent it has not already done so on the date hereof, shall execute and deliver within thirty (30) days of the date hereof, a Control Agreement in such form as shall be satisfactory to the Noteholder Collateral Agent with respect to each Deposit Account of such Pledgor listed on Schedule 16(a) to the Perfection Certificate other than (a) No Grantor shall establish or maintainExcluded Accounts, any demand, time, savings, passbook or similar account, except for such (b) bank accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State jurisdictions outside of the United States. For , except as required under Section 3.7 as to which each Deposit Account Pledgor shall have 180 days from the date hereof to execute and deliver a Control Agreement or such other applicable documentation, or (other than (i) the LKE Accounts utilized in connection with the LKE Program, (ii) any other Deposit Account used solely for payroll, payroll taxes, and other employee wage and benefit payments, (iiic) any Deposit Account with an average daily balance of less than $100,000, individually, and $200,000 in the aggregate measured on a trailing thirty day basis, and (iii) the Noteholder Collateral Agent has or, to the extent that either such Pledgor enters into the applicable Control Agreement after the date hereof, will have a valid and enforceable perfected first priority security interest (Isubject to the Intercreditor Agreement and Permitted Liens) in each such Deposit Account by Control. No Pledgor shall hereafter establish and maintain any Deposit Account with respect to which such Pledgor is required to enter into a Control Agreement complying hereunder or under the Indenture unless (A) the applicable Pledgor shall have given the Noteholder Collateral Agent at least 15 days’ prior written notice of its intention to establish such new Deposit Account with the requirements set forth below in this Section 5.11 is a bank, and (B) such bank and such Pledgor shall have duly executed and delivered to the Noteholder Collateral Agent on or before thirty (30) days after the Closing Date a Deposit Account Control Agreement (or such later dates from time an amendment to time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single an existing Deposit Account does not exceed $100,000 at any time and (yControl Agreement) all such Deposit Accounts does not exceed $500,000 in the aggregate at any time), the respective Grantor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent, on or before the Closing Date or, with respect to any Deposit Account established after the Closing Date, at the time of the establishment of the respective Deposit Account, a Control Agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such bank agrees to comply with the Collateral Agent’s instructions with respect to such Deposit Account without further consent by such GrantorAccount. Notwithstanding the foregoing, the Collateral Agent agrees that it The provisions of this Section 3.4(b) shall not give such instructions unless an Event apply to any Excluded Accounts or any other Excluded Property. No Pledgor has granted or shall grant Control of Default has occurred and is continuing. If any bank with which such a Deposit Account is maintained refuses to, or does not, enter into such a Control Agreement, then the respective Grantor shall promptly (and in any event prior to thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion or, with respect to any Deposit Account established after to any Person other than the Closing Date, thirty (30) days after the establishment of such account (or such later dates from time to time as the Noteholder Collateral Agent may consent to in its discretion) close the respective Deposit Account and transfer all balances therein and, prior to the Collateral Account or another Deposit Account meeting Senior Obligations Payment Date and to the requirements of this Section 5.11. (b) After extent required under the date of this Intercreditor Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is establishedSenior Represenative.

Deposit Accounts. (a) No Grantor shall establish or maintain, any demand, time, savings, passbook or similar account, except for such All deposit accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account Loan Parties (other than Excluded Deposit Accounts) existing on the Closing Date shall be subject to Deposit Account Control Agreements no later than ninety (i90) days following the LKE Accounts utilized Closing Date, or such later date as Administrative Agent shall agree in its sole discretion. After the Closing Date, no Loan Party shall directly or indirectly, establish any new deposit account (other than Excluded Deposit Accounts) unless Collateral Agent, such Loan Party and the bank (or the Person maintaining a financial account, as applicable) at which the deposit account (other than Excluded Deposit Accounts) is to be opened enter into a Deposit Account Control Agreement with respect to such deposit account no later than ninety (90) days following the setting up, acquisition of or transfer to such account (including, without limitation, in the case of an acquisition of a new deposit account in connection with a Permitted Acquisition) or such longer period as may be agreed by Administrative Agent (at the LKE Program, direction of the Required Lenders) in its sole discretion. No Loan Party will deposit proceeds of Collateral in a deposit account which is not a Controlled Account (ii) any other Deposit or a deposit account that will become a Controlled Account used solely for payroll, payroll taxes, and other employee wage and benefit payments, (iii) any Deposit Account that either (I) a Control Agreement complying with pursuant to the requirements set forth below in the first and second sentence of this Section 5.11 is executed and delivered 8.15) or an Excluded Deposit Account. To the extent that any collections of Accounts or proceeds of other Collateral are not sent directly to a Controlled Account (or a deposit account that will become a Controlled Account pursuant to the Collateral Agent on or before thirty (30) days after requirements set forth in the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretionfirst and second sentence of this Section 8.15) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other an Excluded Deposit Accounts maintained Account but are received by any Grantor so long as Loan Party, such Loan Party will hold such collections in trust for the principal balance in (x) any single Deposit Account does not exceed $100,000 at any time and (y) all such Deposit Accounts does not exceed $500,000 in the aggregate at any time), the respective Grantor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent, on or before the Closing Date or, with respect to any Deposit Account established after the Closing Date, at the time benefit of the establishment of the respective Deposit Account, a Control Agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such bank agrees an express trust created hereby and promptly remit, in the form received, to comply with the Collateral Agent’s instructions with respect to such Deposit Account without further consent by such Grantor. Notwithstanding the foregoing, the Collateral Agent agrees that it shall not give such instructions unless an Event of Default has occurred and is continuing. If any bank with which such a Deposit Account is maintained refuses to, or does not, enter into such a Control Agreement, then the respective Grantor shall promptly (and in any event prior to thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion or, with respect to any Deposit Account established after the Closing Date, thirty (30) days after the establishment of such account (or such later dates from time to time as the Collateral Agent may consent to in its discretion) close the respective Deposit Account and transfer all balances therein to the Collateral Controlled Account or another Excluded Deposit Account meeting the requirements of this Section 5.11Account. (b) After the date of this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is established.

Deposit Accounts. (a) No Subject to the Agreed Security Principles, after the discharge in full of all Domestic Priority Debt, each applicable Grantor shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account (other than (i) the LKE Accounts utilized in connection with the LKE Program, (ii) any other Deposit Account used solely for payroll, payroll taxes, and other employee wage and benefit payments, (iii) any Deposit Account that either (I) a Control Agreement complying with the requirements set forth below in this Section 5.11 is executed and delivered to the Collateral Agent on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single Deposit Account does not exceed $100,000 at any time and (y) all such Deposit Accounts does not exceed $500,000 in the aggregate at any time), the respective Grantor shall cause the bank with which the Deposit Account is maintained use commercially reasonable efforts to execute and deliver to a deposit account control agreement with each applicable depository institution and the Notes Collateral Agent, on or before the Closing Date or, Agent with respect to any Deposit Account established (other than any Excluded Account) owned by such Grantor that constitutes Collateral and is maintained by a depository institution other than the Notes Collateral Agent no later than the latest of (x) the date that is ninety (90) days after the Closing Issue Date, at (y) the time date that is ninety (90) days after such Deposit Account is established and (z) the date that is ninety (90) days after the discharge in full of all Domestic Priority Debt secured by the Collateral (in each of clauses (x), (y) and (z), if not delivered by such date, as soon thereafter as reasonably practicable (in the good faith determination of the establishment Company)). Each deposit account control agreement required pursuant to this Section 4.2 shall provide for the applicable depository institution’s agreement that, upon notice by the Notes Collateral Agent (which notice shall be given only after the occurrence and during the continuance of an Event of Default and after written notice thereof to the Grantors), it will comply with instructions originated by the Notes Collateral Agent directing the disposition of the respective Deposit Account, a Control Agreement funds in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such bank agrees to comply with the Collateral Agent’s instructions with respect to such Deposit Account without further consent by such the applicable Grantor. Notwithstanding the foregoingIn addition, the Notes Collateral Agent agrees that it shall not give such instructions unless an Event of Default has occurred and is continuing. If be required to enter into any bank with which such a Deposit Account is maintained refuses toagreement that re-quires the Notes Collateral Agent or the Trustee to indemnify any person from its own personal assets, or does not, enter into such a Control Agreement, then that may involve the respective Grantor shall promptly (and in any event prior to thirty (30) days after the Closing Date (or such later dates from time to time as the Notes Collateral Agent may consent to or the Trustee in its discretion or, with respect to any Deposit Account established after the Closing Date, thirty (30) days after the establishment of such account (or such later dates from time to time as the Collateral Agent may consent to in its discretion) close the respective Deposit Account and transfer all balances therein to the Collateral Account or another Deposit Account meeting the requirements of this Section 5.11personal liability. (b) After the date of this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is established.

Deposit Accounts. (a) No Grantor shall Other than as specified in Section 2.7 with respect to Cash Management Accounts, each Credit Party agrees that it will not establish or maintain, maintain any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account at which Collateral is or may be located unless the terms of such Deposit Account cause it to be swept on a daily basis to a Concentration Account covered by a Cash Management Agreement and that it will not transfer Collateral out of any Deposit Account if the terms of such Deposit Account cause it to be swept on a daily basis to a Concentration Account covered by a Cash Management Agreement. (other than (ib) Within 60 days following the LKE Closing Date with respect to Deposit Accounts utilized in connection with existence as of such date and within 60 days following the LKE Program, (ii) opening of any other Deposit Account used solely for payrollAccount, payroll taxeseach Credit Party agrees that, and other employee wage and benefit payments, subject to Section 2.7 (iii) any Deposit Account that either (I) a Control Agreement complying with the requirements set forth below in this Section 5.11 is executed and delivered respect to the Collateral Agent on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single Deposit Account does not exceed $100,000 at any time and (y) all such Deposit Accounts does not exceed $500,000 in the aggregate at any timeCash Management Accounts), the respective Grantor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent, on or before the Closing Date or, with respect to all Deposit Accounts at which Collateral is or may be held it will take any Deposit Account established after the Closing Dateor all reasonable steps that Agent requests in order for Agent to obtain control in accordance with Sections 9-104, at the time 9-105, 9-106, and 9-107 of the establishment Code with respect to any of its Deposit Accounts. (c) If any amount payable under or in connection with any of the respective Deposit AccountCollateral (in the aggregate for all Credit Parties) shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall be promptly delivered to the Agent, duly indorsed in a Control Agreement in form and substance reasonably manner satisfactory to the Agent, to be held as Collateral Agent pursuant to which such bank agrees this Agreement; provided, however, that no Credit Party shall be required to comply with deliver Instruments to the Collateral Agent’s instructions with respect to such Deposit Account without further consent by such Grantor. Notwithstanding the foregoing, the Collateral Agent agrees that it shall not give such instructions more than one time per month unless an Event of Default has is then in existence or the aggregate of all such undelivered instruments exceeds $2,000,000, in which case the Credit Party shall promptly deliver all such undelivered Instruments to Agent. In the event that an Event of Default shall have occurred and is be continuing. If , upon the request of the Agent, any bank with which such a Deposit Account is maintained refuses toInstrument, Certificated Security or does not, enter into such a Control Agreement, then the respective Grantor shall promptly (and in any event prior to thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion or, with respect to any Deposit Account established after the Closing Date, thirty (30) days after the establishment of such account (or such later dates from time to time as the Collateral Agent may consent to in its discretion) close the respective Deposit Account and transfer all balances therein Chattel Paper not theretofore delivered to the Agent and at such time being held by any Credit Party shall be promptly delivered to the Agent, duly indorsed in a manner satisfactory to the Agent, to be held as Collateral Account or another Deposit Account meeting the requirements of this Section 5.11. (b) After the date of pursuant to this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is established.

Deposit Accounts. (ai) No Grantor shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account and Securities Account owned by Holdings or the Company (other than (i) the LKE Accounts utilized in connection with Cash Collateral Account or any other Deposit Account or Securities Account maintained at the LKE Program, Controlling Collateral Agent and (ii) any other Deposit Account used solely for payroll, payroll taxes, and other employee wage and benefit payments, (iii) any Deposit Account that either (I) a Control Agreement complying with the requirements set forth below in this Section 5.11 is executed and delivered to the Collateral Agent on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single Deposit Account does not exceed $100,000 at any time and (y) all such Deposit Accounts does not exceed $500,000 in the aggregate at any timeExcluded Account), Holdings and the respective Grantor Company shall cause the bank with which the Deposit Account or Securities Account is maintained to execute and deliver to the Collateral Agent, on within 60 days after the Second Restatement Effective Date (or before such later date as may be agreed by the Closing Date Controlling Collateral Agent) or, with respect to any Deposit Account established after the Closing Dateif later, at the time within 30 days of the establishment of the respective Deposit AccountAccount or Securities Account (or such later date as may be agreed by the Controlling Collateral Agent), a Control Agreement “control agreement” (or an amendment thereto, in the case of any such “control agreement” in effect as of the Second Restatement Effective Date) in form and substance reasonably satisfactory acceptable to the Collateral Agent pursuant Agents, with such changes thereto as may be acceptable to which such bank agrees to comply with the Collateral Agent’s instructions with respect to such Agents; provided that any Deposit Account without further consent or Securities Account established after the Second Restatement Effective Date required to be subject to a “control agreement” by such Grantor. Notwithstanding the foregoing, the Collateral Agent agrees that it this Section 3.04(e) shall not give have a balance exceeding $10,000,000 until the execution and delivery of such instructions unless an Event of Default has occurred and is continuingrequired “control agreement” in accordance with this Section 3.04(e). If any bank with which such a Deposit Account or Securities Account is maintained refuses to, or does not, enter into such a Control Agreement“control agreement”, or amendment thereto, as applicable, to the extent required by this Section 3.04(e), then the respective Grantor shall promptly (and in any event prior to thirty (30) within 60 days after the Closing Date date of this Agreement (or such later dates from time to time as the Collateral Agent may consent to in its discretion amended and restated) or, with respect to any Deposit Account established after the Closing Dateif later, thirty (30) 30 days after the establishment of such account Deposit Account or Securities Account (or such later dates from time to time date as may be agreed by the Controlling Collateral Agent may consent to in its discretionAgent)) close the respective Deposit Account or Securities Account and transfer all balances therein to the Cash Collateral Account or another Deposit Account or Securities Account meeting the requirements of this Section 5.11. (b) After the date of this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a3.04(e). At the time If any bank with which a Deposit Account or Securities Account is maintained refuses to subordinate all its claims with respect to such Deposit Account is establishedor Securities Account to the Collateral Agents’ security interest therein on terms satisfactory to each Collateral Agent, the appropriate Control Agreement shall then any Collateral Agent, at its option, may (x) require that such Deposit Account or Securities Account be entered into terminated in accordance with the requirements of immediately preceding clause sentence or (ay) agree to a “control agreement” without such subordination. (ii) From and after the respective Second Restatement Effective Date, each Grantor shall furnish transfer funds to and from Deposit Accounts and Securities Accounts maintained by such Grantor (including, without limitation, sweeping funds from Deposit Accounts and Securities Accounts maintained by Grantors which are Subsidiary Guarantors to Deposit Accounts and Securities Accounts maintained by the Company) in the ordinary course of business consistent with past practice. Notwithstanding anything to the Collateral Agent a supplement contrary contained in this Section 3.04(e), in no event shall any Grantor be required to Item F of Schedule II hereto containing the relevant information comply with respect this Section 3.04(e) to the respective extent any such Deposit Account Accounts or and the bank with which same is establishedSecurities Accounts constitute Excluded Collateral.

Deposit Accounts. (a) No Subject to the Agreed Security Principles, after the discharge in full of all Domestic Priority Debt, each applicable Grantor shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account (other than (i) the LKE Accounts utilized in connection with the LKE Program, (ii) any other Deposit Account used solely for payroll, payroll taxes, and other employee wage and benefit payments, (iii) any Deposit Account that either (I) a Control Agreement complying with the requirements set forth below in this Section 5.11 is executed and delivered to the Collateral Agent on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single Deposit Account does not exceed $100,000 at any time and (y) all such Deposit Accounts does not exceed $500,000 in the aggregate at any time), the respective Grantor shall cause the bank with which the Deposit Account is maintained use commercially reasonable efforts to execute and deliver to a deposit account control agreement with each applicable depository institution and the Notes Collateral Agent, on or before the Closing Date or, Agent with respect to any Deposit Account established (other than any Excluded Account) owned by such Grantor that constitutes Collateral and is maintained by a depository institution other than the Notes Collateral Agent no later than the latest of (x) the date that is ninety (90) days after the Closing Issue Date, at (y) the time date that is ninety (90) days after such Deposit Account is established and (z) the date that is ninety (90) days after the discharge in full of all Domestic Priority Debt secured by the Collateral (in each of clauses (x), (y) and (z), if not delivered by such date, as soon thereafter as reasonably practicable (in the good faith determination of the establishment Company)). Each deposit account control agreement required pursuant to this Section 4.2 shall provide for the applicable depository institution’s agreement that, upon notice by the Notes Collateral Agent (which notice shall be given only after the occurrence and during the continuance of an Event of Default and after written notice thereof to the Grantors), it will comply with instructions originated by the Notes Collateral Agent directing the disposition of the respective Deposit Account, a Control Agreement funds in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such bank agrees to comply with the Collateral Agent’s instructions with respect to such Deposit Account without further consent by such the applicable Grantor. Notwithstanding the foregoingIn addition, the Notes Collateral Agent agrees that it shall not give such instructions unless an Event of Default has occurred and is continuing. If be required to enter into any bank with which such a Deposit Account is maintained refuses toagreement that requires the Notes Collateral Agent or the Trustee to indemnify any person from its own personal assets, or does not, enter into such a Control Agreement, then that may involve the respective Grantor shall promptly (and in any event prior to thirty (30) days after the Closing Date (or such later dates from time to time as the Notes Collateral Agent may consent to or the Trustee in its discretion or, with respect to any Deposit Account established after the Closing Date, thirty (30) days after the establishment of such account (or such later dates from time to time as the Collateral Agent may consent to in its discretion) close the respective Deposit Account and transfer all balances therein to the Collateral Account or another Deposit Account meeting the requirements of this Section 5.11personal liability. (b) After the date of this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is established.

Deposit Accounts. (a) No Grantor shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account (other than (i) From and after the LKE Accounts utilized in connection with Closing Date, no Loan Party may open, maintain or otherwise have any deposit or other accounts (including securities accounts) or lock-boxes at any bank or other financial institution, other than at Bank of America, provided, that (w) subject to the LKE Program, provisions and limitations of clause (ii) any below, the Loan Parties may maintain the existing accounts and lock-boxes set forth on Schedule 6.14 (collectively, the “Existing Accounts”) at their current financial institutions, (x) the Loan Parties may maintain the existing investment brokerage accounts set forth on Schedule 5.21 with depositary institutions as to which the Administrative Agent shall have received a Qualifying Control Agreement, (y) the Loan Parties may open and maintain other Deposit Account deposit accounts at or with other financial institutions exclusively used solely for payroll, payroll taxestaxes or employee benefits, and (z) the Loan Parties may open and maintain other employee wage and benefit paymentsdeposit accounts at or with other financial institutions, so long as at any time the balance in any such account does not exceed $20,000, individually, or exceed $200,000, in aggregate as among all such accounts described in this clause (z). (ii) With respect to the Existing Accounts, (iiix) any Deposit Account that either (I) a Control Agreement complying with the requirements set forth below in this Section 5.11 is executed and delivered to the Collateral Agent on or before thirty (30) within 120 days after the Closing Date (or such later dates from time to longer time as the Collateral Administrative Agent may consent to agree in its sole discretion), each Loan Party shall have notified all customers and other obligors of such Loan Party to remit all payments to the deposit accounts or lockboxes, as applicable, which such Loan Party has opened with Bank of America and (y) or (II) is closed on or before thirty (30) within 180 days after the Closing Date (or such later dates from time to longer time as the Collateral Administrative Agent may consent to agree in its sole discretion), all Loan Parties shall have moved all of their operating, collections, payroll, trust, and other depository or disbursement accounts and lock-boxes to Bank of America and shall have closed all such accounts (other than any such accounts of the type described in clauses (i)(y) and (ivi)(z) any other Deposit Accounts above) not maintained by any Grantor so long as the principal balance in with Bank of America. (xiii) any single Deposit Account does not exceed $100,000 at any time From and (y) all such Deposit Accounts does not exceed $500,000 in the aggregate at any time), the respective Grantor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent, on or before the Closing Date or, with respect to any Deposit Account established after the Closing Date, at the time no Loan Party shall give, and Bank of the establishment of the respective Deposit AccountAmerica shall have no obligation to honor, a Control Agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such bank agrees to comply with the Collateral Agent’s any withdrawal, payment, transfer or other fund disposition or other instructions with respect to such Deposit Account without further consent by such Grantor. Notwithstanding the foregoing, the Collateral Agent agrees any depository or disbursement account or lock-box at Bank of America that it shall not give such instructions unless an would cause a Default or Event of Default has occurred and is continuing. If any bank with which such a Deposit Account is maintained refuses to, or does not, enter into such a Control Agreement, then the respective Grantor shall promptly (and in any event prior to thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion or, with respect to any Deposit Account established after the Closing Date, thirty (30) days after the establishment of such account (or such later dates from time to time as the Collateral Agent may consent to in its discretion) close the respective Deposit Account and transfer all balances therein to the Collateral Account or another Deposit Account meeting the requirements of this under Section 5.117.11. (b) After the date of this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is established.

Deposit Accounts. (a) No Grantor shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account maintained by any Grantor (other than (i) the LKE Accounts utilized in connection with the LKE Program, (ii) any other Deposit Account used solely for payroll, payroll taxes, and other employee wage and benefit payments, (iii) any Deposit Account that either (I) a Control Agreement complying with the requirements set forth below in this Section 5.11 is executed and delivered to the Collateral Agent on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single Deposit Account does not exceed $100,000 at any time (or with respect to a Grantor’s Deposit Account in Canada, $1,000,000) and (y) all such Deposit Accounts does not exceed $500,000 in the aggregate at any timetime (or with respect to a Grantor’s Deposit Accounts in Canada, $1,000,000)), the respective Grantor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent, on or before the Closing Date or, with respect to any Deposit Account established after the Closing Date, at the time of the establishment of the respective Deposit Account, a Control Agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such bank agrees to comply with the Collateral Agent’s instructions with respect to such Deposit Account without further consent by such Grantor. Notwithstanding the foregoing, the Collateral Agent agrees that it shall not give such instructions unless an Event of Default has occurred and is continuing. If any bank with which such a Deposit Account is maintained refuses to, or does not, enter into such a Control Agreement, then the respective Grantor shall promptly (and in any event prior to thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion or, with respect to any Deposit Account established after the Closing Date, thirty (30) days after the establishment of such account (or such later dates from time to time as the Collateral Agent may consent to in its discretion) close the respective Deposit Account and transfer all balances therein to the Collateral Account or another Deposit Account meeting the requirements of this Section 5.11. (b) After the date of this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is established.shall

Deposit Accounts. (a) No Grantor shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account deposit account constituting Collateral that any Grantor at any time opens or maintains (other than (iA) any deposit account the LKE Accounts utilized funds in connection with which are used, in the LKE Programordinary course of business, solely for the payment of salaries and wages, workers’ compensation, employee medical and dental expenses and similar expenses, (iiB) any other Deposit Account used solely deposit accounts with an average daily balance for payroll, payroll taxes, and other employee wage and benefit paymentsany fiscal quarter that does not exceed $5,000,000 for all such accounts, (iiiC) any Deposit Account deposit account that either (I) is a zero-balance disbursement account or that is subject to a standing wire pursuant to which balances therein are swept on a bi-weekly basis to an account that is subject to a Control Agreement complying with the requirements set forth below Arrangement in this Section 5.11 is executed and delivered to favor of the Collateral Agent and (D) any deposit account the funds in which consist solely of (1) funds held by such Grantor in trust for any director, officer or employee of any Grantor or any employee benefit plan maintained by any Grantor or (2) funds representing deferred compensation for the directors and employees of the Grantors) on or before thirty the date that is one-hundred and twenty (30120) days after the Closing Issue Date (or one-hundred and twenty (120) days after the date that any such later dates deposit account constituted Collateral), such Grantor shall cause the depositary bank to agree to comply with instructions from the Collateral Agent to such depositary bank directing the disposition of funds from time to time as credited to such deposit account, without further consent of such Grantor (a “Control Arrangement”). The Collateral Agent agrees with each Grantor that the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single Deposit Account does not exceed $100,000 at any time and (y) all such Deposit Accounts does not exceed $500,000 in the aggregate at any time), the respective Grantor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent, on or before the Closing Date or, with respect to any Deposit Account established after the Closing Date, at the time of the establishment of the respective Deposit Account, a Control Agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such bank agrees to comply with the Collateral Agent’s instructions with respect to such Deposit Account without further consent by such Grantor. Notwithstanding the foregoing, the Collateral Agent agrees that it shall not give any such instructions or withhold any withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing. If The provisions of this paragraph shall not apply to (A) any deposit account for which any Grantor, the depositary bank with which such a Deposit Account is maintained refuses to, or does not, enter into such a Control Agreement, then the respective Grantor shall promptly (and in any event prior to thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion orhave entered into a cash collateral agreement specially negotiated among such Grantor, with respect to any Deposit Account established after the Closing Date, thirty (30) days after the establishment of such account (or such later dates from time to time as depositary bank and the Collateral Agent may consent to in its discretionfor the specific purpose set forth therein and (B) close the respective Deposit Account and transfer all balances therein to the Collateral Account or another Deposit Account meeting the requirements of this Section 5.11. (b) After the date of this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except deposit accounts for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish to which the Collateral Agent a supplement to Item F of Schedule II hereto containing is the relevant information with respect to the respective Deposit Account and the bank with which same is establisheddepositary.

Deposit Accounts. (a) No Grantor The following provisions of this paragraph (a) shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account (other than (i) the LKE Accounts utilized in connection with the LKE Program, (ii) any other Deposit Account used solely for payroll, payroll taxes, and other employee wage and benefit payments, (iii) any Deposit Account that either (I) a Control Agreement complying with the requirements set forth below in this Section 5.11 is executed and delivered be applicable to the Collateral Agent on or before thirty (30) days after concentration accounts and the Closing Date (or such later dates disbursement accounts from time to time established by the Parent Company, the Borrower and the Subsidiary Guarantors as part of the Collateral Agent may consent to cash management systems of the Parent Company and its Subsidiaries (such concentration accounts and disbursement accounts being in its discretionthis paragraph (a) or (II) is closed on or before thirty (30) days after called, collectively, the “Cash Management Accounts”). Each Grantor shall, not later than the Closing Date (or such later dates from time to time and except as otherwise permitted by the Collateral Agent may consent to in its discretion) and (iv) any other Credit Agreement as agreed by the Administrative Agent, cause each depositary bank of the Deposit Accounts maintained by any Grantor so long as the principal balance in (xlisted on Schedule 4.1(a)(ii) any single Deposit Account does not exceed $100,000 at any time and (y) all such Deposit Accounts does not exceed $500,000 in the aggregate at any time), the respective Grantor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral AgentCredit Agreement to enter into a control agreement, on or before the Closing Date or, with respect to any Deposit Account established after the Closing Date, at the time of the establishment of the respective Deposit Account, a Control Agreement in form and substance reasonably satisfactory to the Collateral Agent Administrative Agent, pursuant to which such depositary bank agrees (or, in the case of any Cash Management Account subject to comply with the Collateral Applicable Laws of jurisdictions outside of the United States, such other instruments in lieu thereof as may be reasonably required by the Administrative Agent’s instructions with respect ), shall agree to such Deposit Account comply, without further consent by of such Grantor, with instructions from the Administrative Agent directing the disposition of funds from time to time credited to such Cash Management Accounts. Notwithstanding the foregoing, the Collateral The Administrative Agent agrees with each Grantor that it the Administrative Agent shall not give any such instructions or withhold any withdrawal rights from such Grantor, unless an Event of Default has occurred and is continuing. If any bank with which such a Deposit Account is maintained refuses to, The obligations of the Grantors under this paragraph (a) shall not otherwise limit the rights and remedies of the Administrative Agent under paragraph (b) of this Section 7.4 or does not, enter into such a Control Agreement, then under Section 8.1 or Section 8.2 hereof during the respective Grantor continuation of Events of Default. The provisions of this paragraph shall promptly (and in any event prior to thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion or, with respect not apply to any Deposit Account established after Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Closing Date, thirty (30) days after the establishment benefit of such account (or such later dates from time to time as the Collateral Agent may consent to in its discretion) close the respective Deposit Account and transfer all balances therein to the Collateral Account or another Deposit Account meeting the requirements of this Section 5.11any Grantor’s salaried employees. (b) After With respect to each Deposit Account that any Grantor, now or at any time hereafter, opens or maintains with any depositary institution, such Grantor shall, at the date Administrative Agent’s request and option from time to time following the occurrence of any Event of Default, immediately provide to the Administrative Agent a list of account names and numbers, and the name, address and contact information for each depositary institution, and shall, pursuant to a control agreement in form and substance reasonably satisfactory to the Administrative Agent, cause the depositary bank to agree to comply, without further consent of such Grantor, at any time with instructions from the Administrative Agent to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account. The Administrative Agent agrees with each Grantor that the Administrative Agent shall not give any such instructions or withhold any withdrawal rights from such Grantor, unless an Event of Default has occurred and is continuing or unless a Default would occur if effect were given to any withdrawal not otherwise permitted by the Loan Documents. The provisions of this Agreement, no Grantor paragraph shall establish not apply to any new demand, time, savings, passbook or similar account, except for Deposit Accounts established specially and maintained with banks exclusively used for payroll, payroll taxes and meeting other employee wage and benefit payments to or for the requirements benefit of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is establishedGrantor’s salaried employees.

Deposit Accounts. (a) No Grantor shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Subject to Section 9-102 5.14 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account (other than Credit Agreement, (i) as of the LKE date hereof, no Pledgor has opened nor maintains any Deposit Accounts utilized other than the accounts listed in connection with Schedule 16 to the LKE ProgramPerfection Certificate, (ii) any other no later than thirty (30) days after the date hereof (as such period may be extended in the sole discretion of the Administrative Agent), each applicable Pledgor and the relevant Bank(s) shall have executed and delivered a Deposit Account used solely for payrollControl Agreement with respect to each of the Deposit Accounts listed in Schedule 16 to the Perfection Certificate other than Deposit Accounts having a balance of not more than $100,000, payroll taxes, individually and other employee wage $500,000 in the aggregate and benefit payments, (iii) no later than thirty (30) days after the date hereof (as such period may be extended in the sole discretion of the Administrative Agent), the Collateral Agent shall have a valid, enforceable, perfected first priority security interest (subject to Permitted Liens) in such Deposit Accounts by Control. No Pledgor shall hereafter establish and maintain any Deposit Account that either unless (I1) the applicable Pledgor shall have given the Collateral Agent notice within thirty (30) days’ after the establishment of such new Deposit Account with a Control Agreement complying with the requirements set forth below in this Section 5.11 is Bank and (2) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent on or before thirty (30) days after the Closing Date a Deposit Account Control Agreement (or such later dates from time an amendment to time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single an existing Deposit Account does not exceed $100,000 at any time and (yControl Agreement) all such Deposit Accounts does not exceed $500,000 in the aggregate at any time), the respective Grantor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent, on or before the Closing Date or, with respect to any Deposit Account established after the Closing Date, at the time of the establishment of the respective Deposit Account, a Control Agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such bank agrees to comply with the Collateral Agent’s instructions with respect to such Deposit Account without further consent by such GrantorAccount. Notwithstanding the foregoing, The Collateral Agent agrees with each Pledgor that the Collateral Agent agrees 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 instructions Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing. If any bank with which such a Deposit Account is maintained refuses to, or does not, enter into such a Control Agreement, then the respective Grantor shall promptly (and in any event prior to thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion continuing or, with respect after giving effect to any withdrawal, would occur. No Pledgor has granted or shall grant Control of any Deposit Account established after the Closing Date, thirty (30) days after the establishment of such account (or such later dates from time to time as any person other than the Collateral Agent may consent to in its discretion) close the respective Deposit Account and transfer all balances therein to the Collateral Account or another Deposit Account meeting the requirements of this Section 5.11Agent. (b) After the date of this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is established.

Deposit Accounts. Each Pledgor hereby represents and warrants that (ai) No Grantor shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCCdate hereof, each Pledgor does not maintain any Deposit Accounts in which the Pledgors maintain an average daily balance in excess of $1,000,000, individually or in the aggregate, other than those listed on Schedule 15(a) whose jurisdiction to the Perfection Certificate, and (determined in accordance ii) upon the execution and delivery of Deposit Account Control Agreements with Section 9-304 respect to each of the UCCDeposit Accounts (other than Excluded Accounts) is within listed on Schedule 15(a) to the Perfection Certificate (the “Initial Deposit Accounts”), the Collateral Agent shall have a State of the United Statesvalid, enforceable, perfected security interest subject to no Liens other than Permitted Liens in such Deposit Accounts by Control. For each No Pledgor shall maintain any Initial Deposit Account or hereafter establish and maintain any Deposit Account (other than (iany Excluded Account) in which the LKE Accounts utilized Pledgors customarily maintain an average daily balance in connection with excess of $1,000,000, individually or in the LKE Programaggregate, (ii) any other Deposit Account used solely for payroll, payroll taxes, and other employee wage and benefit payments, (iii) any Deposit Account that either (I) a Control Agreement complying with the requirements set forth below in this Section 5.11 is unless such Pledgor shall have duly executed and delivered (to the extent the other parties to the Deposit Account Control Agreement are willing to execute and deliver such agreement), and used commercially reasonable efforts to cause the relevant Bank to duly execute and deliver, to the Collateral Agent on or before thirty (30) days after the Closing Date a Deposit Account Control Agreement (or such later dates from time an amendment to time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single an existing Deposit Account does not exceed $100,000 at any time and (yControl Agreement) all such Deposit Accounts does not exceed $500,000 in the aggregate at any time), the respective Grantor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent, on or before the Closing Date or, with respect to any Deposit Account established after the Closing Date, at the time of the establishment of the respective Deposit Account, a Control Agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such bank agrees to comply with the Collateral Agent’s instructions with respect to such Deposit Account without further consent by within (i) in the case of an Initial Deposit Account, 60 days from the date hereof and (ii) in the case of any such Grantorother Deposit Account, 30 days from the date of its establishment. Notwithstanding the foregoing, the The Collateral Agent agrees 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 instructions 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. If The provisions of this Section 3.4(b) shall not apply to any bank with Deposit Accounts for which such a Deposit Account is maintained refuses to, or does not, enter into such a Control Agreement, then the respective Grantor shall promptly (and in any event prior to thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent is the Bank. As of the date hereof and until the termination of this Agreement pursuant to in its discretion orSection 11.4, with respect to no Pledgor has granted or shall grant Control of any Deposit Account established after the Closing Date, thirty (30including any Excluded Account) days after the establishment of such account to any person other than (or such later dates from time to time as i) the Collateral Agent may consent to in its discretionor (ii) close the respective Deposit Account and transfer all balances therein subject to the Collateral Account or another Deposit Account meeting the requirements of this Section 5.11. (b) After the date of this Intercreditor Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is establishedSenior Credit Facility Agent.

Deposit Accounts. For each deposit account that such Grantor at any time opens or maintains, such Grantor shall, at the Administrative Agent's request and option, either (a) No Grantor shall establish cause the Depository bank to enter into a written agreement or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account (other than (i) the LKE Accounts utilized in connection authenticated record with the LKE Program, (ii) any other Deposit Account used solely for payroll, payroll taxes, and other employee wage and benefit payments, (iii) any Deposit Account that either (I) a Control Agreement complying with the requirements set forth below in this Section 5.11 is executed and delivered to the Collateral Agent on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single Deposit Account does not exceed $100,000 at any time and (y) all such Deposit Accounts does not exceed $500,000 in the aggregate at any time), the respective Grantor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Administrative Agent, on or before the Closing Date or, with respect to any Deposit Account established after the Closing Date, at the time of the establishment of the respective Deposit Account, a Control Agreement in form and substance reasonably satisfactory to the Collateral Agent Administrative Agent, pursuant to which such Depository bank agrees shall agree, among other things, to comply at any time with instructions from the Collateral Agent’s instructions with respect Administrative Agent to such Deposit Account without further consent by such Grantor. Notwithstanding Depository bank directing the foregoing, the Collateral Agent agrees that it shall not give such instructions unless an Event disposition of Default has occurred and is continuing. If any bank with which such a Deposit Account is maintained refuses to, or does not, enter into such a Control Agreement, then the respective Grantor shall promptly (and in any event prior to thirty (30) days after the Closing Date (or such later dates funds from time to time credited to such deposit account, without further consent of the Grantor such agreement to be substantially in the form of EXHIBIT E or such other form as the Collateral Administrative Agent may consent shall approve, or (b) arrange for the Administrative Agent to in its discretion or, become the customer of the Depository bank with respect to any Deposit Account established after the Closing Datedeposit account; PROVIDED, thirty (30) days after HOWEVER, that notwithstanding the establishment of such account (or such later dates from time to time as the Collateral Agent may consent to in its discretion) close the respective Deposit Account and transfer all balances therein to the Collateral Account or another Deposit Account meeting foregoing, the requirements of this Section 5.11. 7.07 shall not apply to (bi) After any payroll account maintained by any Grantor (and each Grantor agrees not to deposit in any payroll account maintained by it any funds, except funds needed at the time of deposit (or within three days thereafter) to meet payroll needs of such Grantor), (ii) any deposit account maintained by any Grantor as of the Closing Date and listed on Schedule 7.07(a) until the date sixty (60) days following the Closing Date, (iii) any deposit account maintained by any Grantor as of this Agreementthe Closing Date and listed on Schedule 7.07(b) until the date ninety (90) days following the Closing Date or (iv) deposit account number 4072007856 maintained by the Borrower and Juan Rodriguez DTD with Wachovia Bank, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is established.N.A.

Deposit Accounts. (a) No Grantor shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 As of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For date hereof each Grantor has neither opened nor maintains any Deposit Account (Accounts other than (ithe accounts listed on Schedule 4.06(a) the LKE Accounts utilized in connection with the LKE Program, (ii) any other Deposit Account used solely for payroll, payroll taxes, and other employee wage and benefit payments, (iii) any Deposit Account that either (I) a Control Agreement complying with the requirements set forth below in this Section 5.11 is executed and delivered to the Collateral Agent on or before thirty (30) U.S. GCA Disclosure Letter. As promptly as practicable, but in any event within 60 days after the Closing Initial Borrowing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single Deposit Account does not exceed $100,000 at any time and (y) all such Deposit Accounts does not exceed $500,000 in the aggregate at any time), the respective Grantor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent, on or before the Closing Date or, with respect to any Deposit Account established after Account, such later date as may be agreed by the Closing DateCollateral Agent), at the time all of the establishment Deposit Accounts of the respective Deposit Account, a Control Agreement in form and substance reasonably satisfactory each Grantor shall be subject to the Collateral Agent pursuant terms of a fully executed Deposit Account Control Agreement; provided that, in the case of any Deposit Account which previously was an Excluded Deposit Account but has ceased to be the same, such 60-day period shall instead be calculated by reference to the date on which such bank agrees Deposit Account ceased to comply with be an Excluded Deposit Account (subject to the Collateral Agent’s instructions with respect discretion to extend such Deposit Account without further consent by such Grantor. Notwithstanding the foregoing, the Collateral Agent agrees that it shall not give such instructions unless an Event of Default has occurred and is continuingdate as provided above). If any bank Bank with which such a Deposit Account is maintained refuses to, or does not, enter into such a Deposit Account Control Agreement, then the respective Grantor shall promptly (and in any event prior to thirty (30) within 90 days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion date of this Agreement or, with respect to any Deposit Account established after the Closing Dateif later, thirty (30) 30 days after the establishment of such account (or such later dates from time to time as the Collateral Agent may consent to in its discretionDeposit Account) close the respective Deposit Account and transfer all balances therein to the Collateral Account or another Deposit Account meeting the requirements of this Section 5.11. (b) After the date of this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a4.06(a). At the time If any bank with which a Deposit Account is maintained refuses to subordinate all its claims with respect to such Deposit Account is establishedto the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the appropriate Collateral Agent, at its option, may (x) require that such Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a Deposit Account Control Agreement shall without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such Deposit Account be entered into terminated (within 60 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding clause sentence. No Grantor shall hereafter establish or maintain any Deposit Account (aother than an Excluded Account) unless (1) the applicable Grantor shall have given the Collateral Agent 10 days’ prior written notice (or such shorter period as is agreed by the Collateral Agent) of its intention to establish such new Deposit Account with a Bank, (2) such Bank and such Grantor shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account and (3) the respective Grantor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto 4.06(a) to the U.S. GCA Disclosure Letter containing the relevant information with respect to the respective Deposit Account and the bank Bank with which same is established. The Collateral Agent agrees with each 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 Grantor with respect to funds from time to time credited to any Deposit Account 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. No Grantor shall grant Control of any Deposit Account to any person other than the Collateral Agent.

Deposit Accounts. (a) No Grantor shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account maintained by any Grantor (other than (i) the LKE Accounts utilized in connection with the LKE Program, (ii) any other Deposit Account used solely for payroll, payroll taxes, and other employee wage and benefit payments, (iii) any Deposit Account that either (I) a Control Agreement complying with the requirements set forth below in this Section 5.11 is executed and delivered to the Collateral Agent on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single Deposit Account does not exceed $100,000 at any time (or with respect to a Grantor’s Deposit Account in Canada, $1,000,000) and (y) all such Deposit Accounts does not exceed $500,000 in the aggregate at any timetime (or with respect to a Grantor’s Deposit Accounts in Canada, $1,000,000)), the respective Grantor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent, on or before the Closing Date or, with respect to any Deposit Account established after the Closing Date, at the time of the establishment of the respective Deposit Account, a Control Agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such bank agrees to comply with the Collateral Agent’s instructions with respect to such Deposit Account without further consent by such Grantor. Notwithstanding the foregoing, the Collateral Agent agrees that it shall not give such instructions unless an Event of Default has occurred and is continuing. If any bank with which such a Deposit Account is maintained refuses to, or does not, enter into such a Control Agreement, then the respective Grantor shall promptly (and in any event prior to thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion or, with respect to any Deposit Account established after the Closing Date, thirty (30) days after the establishment of such account (or such later dates from time to time as the Collateral Agent may consent to in its discretion) close the respective Deposit Account and transfer all balances therein to the Collateral Account or another Deposit Account meeting the requirements of this Section 5.11. (b) After the date of this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is established.

Deposit Accounts. (a) No Grantor shall establish or maintainExcept to the extent that an equivalent control agreement is not required pursuant to the ABL Documents, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account (other than Excluded Accounts) that any Grantor at any time opens or maintains that would cause the aggregate balance of all Deposit Accounts (iother than Excluded Accounts) of the LKE Accounts utilized in connection with the LKE Program, (ii) any other Grantors that are not subject to a Deposit Account used solely for payrollControl Agreement in favor of the Collateral Agent to exceed $10,000,000, payroll taxessuch Grantor shall promptly notify the Collateral Agent of such Deposit Account and, promptly following the Collateral Agent’s request, use its commercially reasonable efforts to cause the depositary bank to enter into a Deposit Account Control Agreement. The Collateral Agent agrees with each Grantor that the Collateral Agent (A) shall not exercise any rights under a Deposit Account Control Agreement, including giving any instructions thereunder or withholding any withdrawal rights from any Grantor, in each case pursuant to, and other employee wage in accordance with, the ABL Intercreditor Agreement, unless an Event of Default has occurred and benefit paymentsis continuing, or, after giving effect to any withdrawal, would occur, and (iiiB) upon request from such Grantors, it will deliver a notice rescinding its exclusive control over any Deposit Account that either (I) a Control Agreement complying with the requirements set forth below in this Section 5.11 is executed and delivered to the Collateral Agent on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single Deposit Account does not exceed $100,000 at any time and (y) all such Deposit Accounts does not exceed $500,000 in the aggregate at any time), the respective Grantor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent, on or before the Closing Date or, with respect to which it has previously delivered a notice exercising exclusive control if such Event of Default is no longer continuing. The provisions of this paragraph shall not apply to any Deposit Account established after for which any Grantor, the Closing Date, at the time of the establishment of the respective Deposit Account, a Control Agreement in form depositary bank and substance reasonably satisfactory to the Collateral Agent pursuant or, prior to which such bank agrees to comply with the Collateral Agent’s instructions Discharge of ABL Priority Claims and with respect to such Deposit Account without further consent by ABL Facility First Priority Collateral, to the ABL Collateral Agent, as gratuitous agent, have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent (or the ABL Collateral Agent, as the case may be) for the specific purpose set forth therein. Notwithstanding any of the foregoing, the Collateral Agent agrees that it shall not give such instructions unless an Event of Default has occurred and is continuing. If request any bank Grantor to comply with which such a Deposit Account is maintained refuses to, or does not, enter into such a Control Agreement, then the respective Grantor shall promptly (and in any event prior to thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion or, with respect to any Deposit Account established after the Closing Date, thirty (30) days after the establishment of such account (or such later dates from time to time as the Collateral Agent may consent to in its discretion) close the respective Deposit Account and transfer all balances therein to the Collateral Account or another Deposit Account meeting the requirements of this Section 5.115.3 after the Discharge of ABL Priority Claims. (b) After the date of this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is established.

Deposit Accounts. (a) No Grantor shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account (other than (i) the LKE Accounts utilized in connection any Deposit Account maintained with the LKE ProgramCollateral Agent, (ii) any other Deposit Account that is used solely for payroll, payroll taxes, or that is a controlled disbursement account that has a zero balance at the end of each Business Day and other employee wage and benefit payments, (iii) any Deposit Account that either (I) a Control Agreement complying maintained with the requirements set forth below in this Section 5.11 is executed and delivered to the Collateral Agent on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single Deposit Account does not exceed $100,000 at any time and (y) all such Deposit Accounts does not exceed $500,000 in the aggregate at any timeJPMorgan Chase Bank, N.A.), the respective Grantor Assignor (as such term is defined in the Security Agreement) shall use its commercially reasonable efforts to cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent, on or before within 30 days after the Closing Date date hereof (as such date may be extended from time to time by the Collateral Agent in its sole discretion) or, with respect to any Deposit Account established after the Closing Dateif later, at the time of the establishment of the respective Deposit Account, a Control Agreement “control agreement” in a form reasonably satisfactory to the Collateral Agent. Notwithstanding anything in this Section 7.17 to the contrary, (a) if at any time a Deposit Account excluded under the foregoing sentence (other than any Deposit Account maintained with the Collateral Agent) is or becomes subject to a “control agreement” for the benefit of the ABL Secured Parties (as defined in the Security Agreement), then the respective Assignor shall within 30 days after the date hereof (as such date may be extended from time to time by the Collateral Agent in its sole discretion) or, if later, contemporaneously with the execution and substance delivery of each such “control agreement” for the benefit of the ABL Secured Parties execute and deliver a “control agreement” with respect to such Deposit Account in a form reasonably satisfactory to the Collateral Agent pursuant and (b) if at any time the ABL Borrowing Availability is less than $15,000,000, then each Assignor shall within 30 days after such time to which such bank agrees execute and deliver a “control agreement” in a form reasonably satisfactory to comply with the Collateral Agent’s instructions , with respect to such each Deposit Account without further consent not then subject to a “control agreement”, unless otherwise agreed to by such Grantor. Notwithstanding the foregoing, the Collateral Agent agrees that it shall not give such instructions unless an Event of Default has occurred and is continuingin writing. If Unless otherwise agreed to by the Collateral Agent in writing, if any bank with which such a Deposit Account is maintained refuses to, or does not, enter into such a Control Agreement“control agreement” to the extent and by the date required hereunder, then the respective Grantor Assignor shall promptly (and in any event prior to thirty (30) within 30 days after the Closing Date (such date or such later dates from time longer period as may be acceptable to time as the Collateral Agent may consent to in its discretion or, with respect to any Deposit Account established after the Closing Date, thirty (30) days after the establishment of such account (or such later dates from time to time as the Collateral Agent may consent to in its discretionAgent) close the respective Deposit Account and transfer all balances therein to the Cash Collateral Account (as defined in the Security Agreement) or another Deposit Account meeting the requirements of this Section 5.11. (b) After the date of this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into subject to a “control agreement” in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish a form reasonably satisfactory to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is establishedAgent.

Deposit Accounts. (a) No Grantor shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account maintained by any Grantor (other than (i) the LKE Accounts utilized in connection with the LKE Program, (ii) any other Deposit Account used solely for payroll, payroll taxes, and other employee wage and benefit payments, (iii) any Deposit Account that either (I) a Control Agreement complying with the requirements set forth below in this Section 5.11 is executed and delivered to the Collateral Agent on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single Deposit Account does not exceed $100,000 at any time (or with respect to a Grantor’s Deposit Account in Canada, $1,000,000) and (y) all such Deposit Accounts does not exceed $500,000 in the aggregate at any timetime (or with respect to a Grantor’s Deposit Accounts in Canada, $1,000,000)), the respective Grantor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent, on or before the Closing Date or, with respect to any Deposit Account established after the Closing Date, at the time of the F-30 Form of Security Agreement establishment of the respective Deposit Account, a Control Agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such bank agrees to comply with the Collateral Agent’s instructions with respect to such Deposit Account without further consent by such Grantor. Notwithstanding the foregoing, the Collateral Agent agrees that it shall not give such instructions unless an Event of Default has occurred and is continuing. If any bank with which such a Deposit Account is maintained refuses to, or does not, enter into such a Control Agreement, then the respective Grantor shall promptly (and in any event prior to thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion or, with respect to any Deposit Account established after the Closing Date, thirty (30) days after the establishment of such account (or such later dates from time to time as the Collateral Agent may consent to in its discretion) close the respective Deposit Account and transfer all balances therein to the Collateral Account or another Deposit Account meeting the requirements of this Section 5.11. (b) After the date of this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is established.

Deposit Accounts. (a) No Grantor shall establish Other than cash and Cash Equivalents held in Deposit Accounts constituting Excluded Property or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account (other than (i) the LKE Accounts utilized in connection with the LKE Program, (ii) any other Deposit Account used solely for payroll, payroll taxes, and other employee wage and benefit payments, (iii) any Deposit Account or Securities Account with a balance not exceeding $20,000 (provided that either (I) a the aggregate balances in all such Deposit Accounts and Securities Accounts shall not at any time exceed $600,000 except as permitted in the next succeeding sentence), the Borrower and other Grantors shall hold all cash and Cash Equivalents in Deposit Accounts subject to Deposit Account Control Agreement complying with the requirements set forth below Agreements or in this Section 5.11 is executed and delivered Securities Accounts subject to the Collateral Agent on or before Securities Account Control Agreements. Within thirty (30) days after the Closing Effective Date (or such later dates from time to longer period of time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single Deposit Account does not exceed $100,000 at any time and (y) all such Deposit Accounts does not exceed $500,000 in the aggregate at any timeapprove), the respective applicable Grantors shall cause all deposit accounts with ▇▇▇▇▇ Fargo Bank, National Association and The Royal Bank of Canada (and/or any of their affiliates) representing aggregate balances in excess of the $600,000 cap referred to above to be either (i) subject to Deposit Account Control Agreements or (ii) closed. Before opening or replacing any Deposit Account (other than Excluded Property and as otherwise permitted in this Section 4.7), each Grantor shall cause the applicable bank with which the or financial institution to enter into a Deposit Account is maintained Control Agreement with the Collateral Agent in order to execute establish Control of such Deposit Account. Such Grantor will promptly cause each bank or other financial institution in which it maintains other deposits (general or special, time or demand, provisional or final) to be notified of the security interest granted to the Collateral Agent hereunder and cause each such bank or other financial institution to acknowledge such notification in writing and upon the Collateral Agent’s written request after the occurrence and during the continuance of an Event of Default, deliver to each such bank or other financial institution a letter, in form and substance acceptable to the Collateral Agent, on or before the Closing Date or, with respect to any Deposit Account established after the Closing Date, at the time of the establishment of the respective Deposit Account, a Control Agreement in form transferring dominion and substance reasonably satisfactory control over each such other deposit to the Collateral Agent pursuant until such time as such Event of Default no longer exists. In the case of deposits maintained with Lenders, the terms of such letter shall be subject to which such bank agrees to comply with the Collateral Agent’s instructions with respect to such Deposit Account without further consent by such Grantorprovisions of the Credit Agreement regarding setoffs. Notwithstanding the foregoing, the Collateral Agent agrees that it provisions of this Section 4.7 shall not give such instructions unless an Event of Default has occurred and is continuing. If any bank with which such a Deposit Account is maintained refuses to, or does not, enter into such a Control Agreement, then the respective Grantor shall promptly (and in any event prior to thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion or, with respect apply to any Deposit Account established after Account, other deposit or any other property that constitutes “Excluded Property”, including, without limitation, the Closing Date, thirty deposit accounts referred to in clause (30d) days after the establishment of such account (or such later dates from time to time as the Collateral Agent may consent to in its discretion) close the respective Deposit Account and transfer all balances therein to the Collateral Account or another Deposit Account meeting the requirements of this Section 5.11definition. (b) After the date of this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is established.

Deposit Accounts. (a) No Grantor shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 Cause all Deposit Accounts of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account Loan Parties (other than (i) the LKE Accounts utilized in connection with the LKE Programdeposit accounts established solely for payroll purposes, (ii) any other Deposit the Government Account used solely for payroll, payroll taxes, Debtor Account and other employee wage and benefit payments, (iii) any Deposit Account that either (I) a Control Agreement complying with the requirements set forth below in this Section 5.11 is executed and delivered to the Collateral Agent on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single Deposit Account does not exceed holding less than $100,000 at any time and (y) all such Deposit Accounts does not exceed $500,000 [***] in the aggregate at any timetime for all such Deposit Accounts under this clause (C) (collectively, “Excluded Accounts”), the respective Grantor shall cause the bank with which the ) at all times to be subject to Deposit Account is maintained to execute and deliver to the Collateral Agent, on or before the Closing Date or, with respect to any Deposit Account established after the Closing Date, at the time of the establishment of the respective Deposit Account, a Control Agreement Agreements in form and substance reasonably satisfactory to the Collateral Agent Administrative Agent; provided, it is agreed and understood that (A) the Loan Parties shall have until the date that is [***] days following (1) the Closing Date or (2) solely with respect to the Deposit Account of a Loan Party acquired by the Borrower pursuant to which a Permitted Acquisition, the closing date of a Permitted Acquisition, as applicable (or such bank agrees later date as may be agreed to by the Administrative Agent in its sole discretion), to comply with the Collateral Agent’s instructions provisions of this Section 7.16 with respect regard to accounts (other than Excluded Accounts) of the Loan Parties existing on the Closing Date or acquired in connection with such Deposit Account without further consent by such Grantor. Notwithstanding Permitted Acquisition, as applicable and (B) during the foregoingperiods described in clause (A), the Collateral Agent agrees that it shall not give such instructions unless an Event absence of Default has occurred and is continuing. If any bank with which such a Deposit Account is maintained refuses to, or does not, enter into such a Control Agreement, then Agreement as to Unrestricted Cash in the respective Grantor applicable Deposit Accounts referred to therein shall promptly not (in and of itself) prevent the Unrestricted Cash therein from being included in any event prior the calculation of Reference Cash Amount pursuant to thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion or, with respect to any Deposit Account established after the Closing Date, thirty (30) days after the establishment of such account (or such later dates from time to time as the Collateral Agent may consent to in its discretion) close the respective Deposit Account and transfer all balances therein to the Collateral Account or another Deposit Account meeting the requirements of this Section 5.118.16. (b) After Cause all payments owing by a Government Account Debtor to a Loan Party to be deposited into the date Government Account Debtor Account, which account shall (x) be subject to irrevocable standing instructions causing all funds therein to be transferred via an automatic immediate intrabank transfer by the close of this each Business Day to a Deposit Account subject to a Deposit Account Control Agreement, no Grantor shall establish and (y) not be used for any new demand, time, savings, passbook or similar account, except for Deposit Accounts established purpose other than receiving funds from Government Account Debtors and maintained with banks and meeting other account debtors of the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is establishedLoan Parties.

Deposit Accounts. (a) No Grantor shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 As of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each date hereof, no Pledgor has any Deposit Account Accounts (other than segregated Deposit Accounts constituting (i) and the LKE Accounts utilized balance of which consists solely of funds set aside in connection with the LKE Programwith) payroll funding accounts, (ii) any other Deposit Account used solely accounts maintained for payroll, payroll taxes, and other employee wage contributions to health and benefit paymentsplans, withholding accounts, fiduciary accounts or any accounts maintained outside the United States (iiicollectively, “Excluded Accounts”)) other than the accounts listed in Schedule 3.4(b) to this Agreement. As of the date hereof, no Pledgor has executed any Deposit Account that either (I) a Control Agreement complying with the requirements set forth below in this Section 5.11 is executed and delivered to the Collateral Agent on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single Deposit Account does not exceed $100,000 at any time and (y) all such Deposit Accounts does not exceed $500,000 in the aggregate at any time), the respective Grantor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent, on or before the Closing Date or, with respect to any Deposit Account established after the Closing Date, at the time of the establishment of the respective Deposit Account, Securities Account or Commodity Account. The Administrative Agent has a first priority security interest in each pledged Securities Account and Commodity Account, which security interest is perfected by Control (the Administrative Agent shall have Control upon the execution and delivery of a Account Control Agreement (which for the avoidance of doubt must be executed and delivered not later than the date set forth in form Schedule 6.17 to the Credit Agreement)). Each Pledgor shall establish and substance maintain cash management services of a type and on terms reasonably satisfactory to Administrative Agent (which cash management services as established and maintained on the Collateral Agent pursuant date hereof are reasonably satisfactory to which Administrative Agent) at one or more of the banks set forth on Schedule 3.4(b) to this Agreement (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that its cash management system (including, the remittance of payments by such bank agrees Pledgor’s Account Debtors and the deposit of Collections of such Pledgor) into Deposit Accounts at a Controlled Account Bank) shall continue to comply with operate, in all material respects, in a manner as it does on the Collateral Agent’s instructions date hereof. Except with respect to such the Certificate of Deposit Account without further consent by such Grantor. Notwithstanding the foregoingnumber 406231 of Parent maintained at Bank of America, the Collateral Agent agrees that it N.A., no Pledgor shall not give such instructions unless an Event grant Control of Default has occurred and is continuing. If any bank with which such a Deposit Account is maintained refuses to, or does not, enter into such a Control Agreement, then the respective Grantor shall promptly (and in any event prior to thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion or, with respect to any Deposit Account established after to any person other than the Closing DateAdministrative Agent, thirty the ABL Agent (30) days after the establishment of such account (or such later dates from time to time as the Collateral Agent may consent to in its discretion) close the respective Deposit Account and transfer all balances therein subject to the Collateral Account or another Deposit Account meeting terms of the requirements of this Section 5.11. (b) After Intercreditor Agreement), as otherwise permitted by the date of this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established other Intercreditor Arrangement and maintained with banks subject to and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements Acknowledgment and Section 7.01(m)(ii) of preceding clause (a) and the respective Grantor shall furnish to Credit Agreement, holders of the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is establishedSeries G Notes.

Deposit Accounts. (a) No Grantor shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Subject to Section 9-102 5.14 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account (other than Credit Agreement, (i) as of the LKE date hereof, no Pledgor has opened nor maintains any Deposit Accounts utilized other than the accounts listed in connection with Schedule 16 to the LKE ProgramPerfection Certificate, (ii) any other no later than sixty (60) days after the date hereof (as such period may be extended in the sole discretion of the Administrative Agent), each applicable Pledgor and the relevant Bank(s) shall have executed and delivered a Deposit Account used solely for payrollControl Agreement with respect to each of the Deposit Accounts listed in Schedule 16 to the Perfection Certificate other than Deposit Accounts having a balance of not more than $250,000, payroll taxes, individually and other employee wage $1,000,000 in the aggregate and benefit payments, (iii) no later than sixty (60) days after the date hereof (as such period may be extended in the sole discretion of the Administrative Agent), the Collateral Agent shall have a valid, enforceable, perfected first priority security interest (subject to Permitted Liens) in such Deposit Accounts by Control. No Pledgor shall hereafter establish and maintain any Deposit Account that either unless (I1) the applicable Pledgor shall have given the Collateral Agent notice within sixty (60) days’ after the establishment of such new Deposit Account with a Control Agreement complying with the requirements set forth below in this Section 5.11 is Bank and (2) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent on or before thirty (30) days after the Closing Date a Deposit Account Control Agreement (or such later dates from time an amendment to time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single an existing Deposit Account does not exceed $100,000 at any time and (yControl Agreement) all such Deposit Accounts does not exceed $500,000 in the aggregate at any time), the respective Grantor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent, on or before the Closing Date or, with respect to any Deposit Account established after the Closing Date, at the time of the establishment of the respective Deposit Account, a Control Agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such bank agrees to comply with the Collateral Agent’s instructions with respect to such Deposit Account without further consent by such GrantorAccount. Notwithstanding the foregoing, The Collateral Agent agrees with each Pledgor that the Collateral Agent agrees 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 instructions Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing. If any bank with which such a Deposit Account is maintained refuses to, or does not, enter into such a Control Agreement, then the respective Grantor shall promptly (and in any event prior to thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion continuing or, with respect after giving effect to any withdrawal, would occur. No Pledgor has granted or shall grant Control of any Deposit Account established after the Closing Date, thirty (30) days after the establishment of such account (or such later dates from time to time as any person other than the Collateral Agent may consent to in its discretion) close the respective Deposit Account and transfer all balances therein to the Collateral Account or another Deposit Account meeting the requirements of this Section 5.11Agent. (b) After the date of this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is established.

Deposit Accounts. (a) No Grantor shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 later than the end of the UCC) whose jurisdiction (determined in accordance with Section 9-304 first full fiscal quarter following the completion of the UCC) is within a State of Workday Enterprise Resource Planning Project (or such later date as the United States. For Administrative Agent may agree in its sole discretion), maintain each Deposit Account Loan Party’s deposit accounts and disbursement accounts (other than Excluded Accounts and other deposit accounts of the U.S. Loan Parties with balances which shall not exceed $1,000,000 in the aggregate for all such accounts at any one time) located in the United States or Canada with the Administrative Agent, other than the accounts of the Parent Borrower and its Subsidiaries held at Bank of America, N.A. as of the Closing Date into which customers directly make payments to the Parent Borrower and its Subsidiaries (i) the LKE Accounts utilized “BofA Disbursement Accounts”); provided, that, with respect to Loan Parties acquired in connection with an Investment permitted under Section 8.02, such Loan Parties shall be afforded no less than one hundred and eighty (180) (or such later date as the LKE ProgramAdministrative Agent may agree in its sole discretion) following the date such Person becomes a Loan Party to maintain such Loan Party’s deposit accounts and disbursements accounts located in the United States or Canada with the Administrative Agent. No later than the end of the first full fiscal quarter following the completion of the Workday Enterprise Resource Planning Project (or such later date as the Administrative Agent may agree in its sole discretion), (ii) any other Deposit Account used solely for payroll, payroll taxes, all funds deposited in the BofA Disbursement Accounts shall be swept on a daily basis to a deposit account maintained with the Administrative Agent and other employee wage and benefit payments, (iii) any Deposit Account that either (I) subject to a Control Agreement complying with pursuant to a standing written instruction from the requirements set forth below in this Section 5.11 is executed Parent Borrower and delivered its Subsidiaries to Bank of America, N.A. (b) From and after the Collateral Agent on or before thirty (30) days 90th day after the Closing Date (or such later dates from time to time date as the Collateral Administrative Agent may consent to agree in its sole discretion), maintain fully executed Control Agreements on all deposit accounts and securities accounts of the Loan Parties, other than, (i) any such accounts not located in the United States or Canada, (IIii) is closed on or before thirty other deposit accounts of the U.S. Loan Parties with balances which shall not exceed $1,000,000 in the aggregate for all such accounts at any one time, (30iii) days after Excluded Accounts (as defined in the Closing Date (or such later dates from time to time Security Agreement and the Canadian Security Agreement, as the Collateral Agent may consent to in its discretion) applicable), and (iv) any other Deposit Accounts maintained by any Grantor so long as deposit accounts of the principal balance in (x) any single Deposit Account does not exceed $100,000 at any time and (y) all such Deposit Accounts does Canadian Loan Parties with balances which shall not exceed $500,000 in the aggregate for all such accounts at any one time; provided, however, that following the acquisition of any Subsidiary, such Subsidiary shall not be required to comply with this Section 7.17 until the date 90 days after such Subsidiary is added as a Guarantor in accordance with Section 7.12(b) (or such later date as the Administrative Agent may agree in its sole discretion), the respective Grantor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent, on or before the Closing Date or, with respect to any Deposit Account established after . (c) On the Closing Date, at the time deposit all proceeds of the establishment of the respective Deposit Account, a Control Agreement in form Term Loans not otherwise applied to refinance Indebtedness or pay fees and substance reasonably satisfactory expenses to the Collateral Agent pursuant to which such bank agrees to comply accounts maintained with the Collateral Administrative Agent’s instructions with respect to such Deposit Account without further consent by such Grantor. Notwithstanding the foregoing, the Collateral Agent agrees that it shall not give such instructions unless an Event of Default has occurred and is continuing. If any bank with which such a Deposit Account is maintained refuses to, or does not, enter into such a Control Agreement, then the respective Grantor shall promptly (and in any event prior to thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion or, with respect to any Deposit Account established after the Closing Date, thirty (30) days after the establishment of such account (or such later dates from time to time as the Collateral Agent may consent to in its discretion) close the respective Deposit Account and transfer all balances therein to the Collateral Account or another Deposit Account meeting the requirements of this Section 5.11. (b) After the date of this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is established.

Deposit Accounts. (a) No Grantor shall establish or maintain, any demand, time, savings, passbook or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State of the United States. For each Deposit Account (other than (i) the LKE Accounts utilized in connection with the LKE Program, (ii) any other Deposit Account used solely for payroll, payroll taxes, and other employee wage and benefit payments, (iii) any Deposit Account deposit account that either (I) a Control Agreement complying with the requirements set forth below in this Section 5.11 is executed and delivered to the Collateral Agent on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single Deposit Account does not exceed $100,000 at any time and (y) all opens or maintains, such Deposit Accounts does not exceed $500,000 in the aggregate at any time), the respective Grantor shall cause the depositary bank with which the to enter into a Deposit Account is maintained to execute Control Agreement among such Grantor, the depositary bank and deliver the Collateral Agent substantially in the form set forth in Exhibit II hereto or in such other form as shall be reasonably acceptable to the Collateral Agent, (x) in the case of any such deposit account in existence on the Effective Date, not later than the date set forth in the Post-Closing Letter for the satisfaction thereof and (y) in the case of any such deposit account opened after the Effective Date, as promptly as practicable (and in no event later than 30 days) after the opening thereof. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not withdraw funds from, or before direct or give instructions to the Closing Date or, depositary bank with respect to the funds of, any Deposit Account established after the Closing Datesuch deposit account, at the time of the establishment of the respective Deposit Account, a Control Agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such bank agrees to comply with the Collateral Agent’s instructions with respect to such Deposit Account without further consent by such Grantor. Notwithstanding the foregoing, the Collateral Agent agrees that it shall not give such instructions each case unless an Event of Default under clause (a), (b), (h) or (i) of Section 7.01 of the Credit Agreement has occurred and is continuingcontinuing or the maturity of the Loans shall have been accelerated. If The provisions of this paragraph shall not apply to (A) any bank with deposit account for which the Collateral Agent is the depositary, (B) any Excluded Operating Account or (C) other accounts of the Grantors that at all times have an aggregate balance for all such accounts of less than $5,000,000; provided that each such account shall be identified as such in one or more notices delivered to the Collateral Agent. No Grantor will (x) deposit funds in any deposit account (other than (x) an Excluded Operating Account, (y) one or more accounts referred to in clause (C) of the preceding sentence or (z) prior to the date set forth in the Post-Closing Letter for the execution of a Deposit Account is maintained refuses toControl Agreement in respect thereof, or does not, enter any deposit account existing on the Effective Date) until a Deposit Account Control Agreement shall have been entered into such a Control Agreement, then the respective Grantor shall promptly (and in any event prior to thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion or, with respect to such deposit account, or (y) at any Deposit time deposit any funds in an Excluded Operating Account established after or account referred to in clause (C) of the Closing Date, thirty (30) days after the establishment of preceding sentence if such deposit would result in such account (no longer being a Excluded Operating Account or such later dates from time to time as the Collateral Agent may consent aggregate amount on deposit in all accounts referred to in its discretion) close the respective Deposit Account and transfer all balances therein to the Collateral Account or another Deposit Account meeting the requirements of this Section 5.11. (b) After the date of this Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding such clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (aC) and the respective Grantor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is establishedexceeding $5,000,000.

Deposit Accounts. Each Pledgor hereby represents and warrants that (i) as of the date hereof, such Pledgor has neither opened nor maintains any Deposit Accounts other than the accounts listed on Schedule 16(a) to the Perfection Certificate with the respective banks referred to therein, (ii) such Pledgor and each applicable bank has executed and delivered, or to the extent it has not already done so on the date hereof, shall execute and deliver within thirty (30) days of the date hereof, a Control Agreement in such form as shall be satisfactory to the Noteholder Collateral Agent with respect to each Deposit Account of such Pledgor listed on Schedule 16(a) to the Perfection Certificate other than (a) No Grantor shall establish or maintainExcluded Accounts, any demand, time, savings, passbook or similar account, except for such (b) bank accounts maintained with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in accordance with Section 9-304 of the UCC) is within a State jurisdictions outside of the United States. For , except as required under Section 3.7 as to which each Deposit Account Pledgor shall have 180 days from the date hereof to execute and deliver a Control Agreement or such other applicable documentation, or (other than (i) the LKE Accounts utilized in connection with the LKE Program, (ii) any other Deposit Account used solely for payroll, payroll taxes, and other employee wage and benefit payments, (iiic) any Deposit Account with an average daily balance of less than $100,000, individually, and $200,000 in the aggregate measured on a trailing thirty day basis, and (iii) the Noteholder Collateral Agent has or, to the extent that either such Pledgor enters into the applicable Control Agreement after the date hereof, will have a valid and enforceable perfected first priority security interest (Isubject to the Intercreditor Agreement and Permitted Liens) in each such Deposit Account by Control. No Pledgor shall hereafter establish and maintain any Deposit Account with respect to which such Pledgor is required to enter into a Control Agreement complying hereunder or under the Indenture unless (A) the applicable Pledgor shall have given the Noteholder Collateral Agent at least 15 days’ prior written notice of its intention to establish such new Deposit Account with the requirements set forth below in this Section 5.11 is a bank, and (B) such bank and such Pledgor shall have duly executed and delivered to the Noteholder Collateral Agent on or before thirty (30) days after the Closing Date a Deposit Account Control Agreement (or such later dates from time an amendment to time as the Collateral Agent may consent to in its discretion) or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion) and (iv) any other Deposit Accounts maintained by any Grantor so long as the principal balance in (x) any single an existing Deposit Account does not exceed $100,000 at any time and (yControl Agreement) all such Deposit Accounts does not exceed $500,000 in the aggregate at any time), the respective Grantor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent, on or before the Closing Date or, with respect to any Deposit Account established after the Closing Date, at the time of the establishment of the respective Deposit Account, a Control Agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such bank agrees to comply with the Collateral Agent’s instructions with respect to such Deposit Account without further consent by such GrantorAccount. Notwithstanding the foregoing, the Collateral Agent agrees that it The provisions of this Section 3.4(b) shall not give such instructions unless an Event apply to any Excluded Accounts or any other Excluded Property. No Pledgor has granted or shall grant Control of Default has occurred and is continuing. If any bank with which such a Deposit Account is maintained refuses to, or does not, enter into such a Control Agreement, then the respective Grantor shall promptly (and in any event prior to thirty (30) days after the Closing Date (or such later dates from time to time as the Collateral Agent may consent to in its discretion or, with respect to any Deposit Account established after to any Person other than the Closing Date, thirty (30) days after the establishment of such account (or such later dates from time to time as the Noteholder Collateral Agent may consent to in its discretion) close the respective Deposit Account and transfer all balances therein and, prior to the Collateral Account or another Deposit Account meeting Discharge of ABL Obligations and to the requirements of this Section 5.11. (b) After extent required under the date of this Intercreditor Agreement, no Grantor shall establish any new demand, time, savings, passbook or similar account, except for Deposit Accounts established and maintained with banks and meeting the requirements of preceding clause (a). At the time any such Deposit Account is established, the appropriate Control Agreement shall be entered into in accordance with the requirements of preceding clause (a) and the respective Grantor shall furnish to the Collateral Agent a supplement to Item F of Schedule II hereto containing the relevant information with respect to the respective Deposit Account and the bank with which same is establishedABL Agent.