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.

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 subject to a “control agreement” in a form reasonably satisfactory to the requirements of this Section 5.11Collateral Agent.

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 44 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.

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 in accordance with Sections 4.5 and 4.6 of this Agreement. Subject to, and without limiting the effect of, Section 7.2, following the occurrence and continuance of an Event of Default 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 in all respects satisfactory to the Administrative Agent and which provides, among other things, that (a) until the deposit account bank 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 as specified by the applicable Grantor, and, after any such notice, the deposit account bank will make all payments from such Deposit Account to the Administrative Agent for credit to the Collateral Account, (b) the 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 the Administrative Agent. The Administrative Agent will not give the notice referred to in its discretionthe preceding clause (a) unless it has given, or (II) is closed on or before contemporaneously giving, notice pursuant to Section 7.2. In the event that a deposit account bank refuses to enter into a deposit account agreement in accordance with the above listed terms within 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)of a Grantor's request, the respective Administrative Agent shall have the right to direct each Grantor shall cause to transfer the assets in that deposit account to a 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, will enter into a Control Agreement deposit account agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such bank agrees to comply accordance 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 5.11above listed terms.

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 discretionsuch clause (C) close the respective Deposit Account and transfer all balances therein to the Collateral Account or another Deposit Account meeting the requirements of this Section 5.11exceeding $5,000,000.

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.

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) Each Pledgor has neither opened nor maintains any Deposit Accounts other than the LKE Accounts utilized accounts listed in connection with Schedule 17 annexed to the LKE ProgramPerfection Certificate, (ii) any other the Administrative Agent has a perfected first priority security interest in each Deposit Account used solely for payroll, payroll taxeslisted in Schedule 17 annexed to the Perfection Certificate by Control, and other employee wage and benefit payments, (iii) any except as indicated on Schedule 17 to the Perfection Certificate, each bank or other financial institution with which the Deposit Account that either (I) a Control Agreement complying with Accounts referred to in Schedule 17 annexed to the requirements set forth below in this Section 5.11 is Perfection Certificate are maintained has executed and delivered to the Collateral Administrative 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 a Deposit Account does not exceed $100,000 at any time Control Agreement in respect of the relevant Deposit Accounts. No Pledgor shall hereafter establish 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 maintain any Deposit Account established after unless the Closing Date, at applicable Bank and such Pledgor shall have duly executed and delivered to the time of the establishment of the respective Administrative Agent a Deposit Account, a Account 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. Each Pledgor agrees that at the time it establishes any additional Deposit Accounts it shall enter into a duly authorized, executed and delivered Deposit Account without further consent by Control Agreement with respect to such GrantorDeposit Account. Notwithstanding the foregoing, the Collateral The Administrative Agent agrees with each Pledgor that it the Administrative Agent shall not give any Notice of Sole Control (as defined in any Deposit Account Control Agreement) or any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such 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 (a) any bank with Deposit Accounts for which such a Deposit Account the Administrative Agent is maintained refuses tothe Bank, or does not, enter into such a Control Agreement, then the respective Grantor shall promptly (and in any event prior to thirty (30b) 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 for which a Pledgor, the Closing Datedepositary bank and the Administrative Agent have entered into a cash collateral agreement specially negotiated among such Pledgor, thirty the depository bank and the Administrative Agent for the specific purpose set forth therein, (30c) 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 any Deposit Account opened or maintained by a Pledgor with a monthly average daily balance over the immediately preceding 12-month period of less than $5,000,000 in the aggregate with any financial institution and transfer all balances therein to the Collateral Account (d) Deposit Accounts primarily for payroll purposes or another holding restricted cash in connection with self-insurance programs. No Pledgor shall grant Control of any Deposit Account meeting to any person other than the requirements of this Section 5.11Administrative 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 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 Form of Security Agreement Appendix A 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.

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.

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 subject to a “control agreement” in a form reasonably satisfactory to the requirements of this Section 5.11Collateral Agent. Notwithstanding the foregoing, no control agreements shall be required with respect to any Deposit Account other than the (x) Cash Collateral Accounts and the Term 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. The Parent and the Borrower will not, and will not permit any Credit Party to, maintain any deposit account with any Person that is not subject to an Account Control Agreement (as defined below); provided that, the requirements of this Section 6.24 shall not apply to deposit accounts that are designated solely as accounts for, and are used solely for, (a) No Grantor shall establish employee benefits, (b) taxes, (c) payroll funding, (d) cash collateral accounts to secure Pcards, Epayables or maintainutilities the Lien on which is permitted under Section 6.02(g), or (e) xxxxx cash, which in the case of xxxxx cash accounts, in an amount not to exceed $250,000, in the aggregate (which xxxxx cash account at PNC Bank, N.A. may not have originally been designated as a xxxxx cash account). The Parent and the Borrower, for itself and on behalf of its Restricted Subsidiaries that are Credit Parties, hereby authorizes the Administrative Agent to deliver notices to the depositary banks pursuant to any demand, time, savings, passbook Account Control Agreement under any one or similar account, except for such accounts maintained with a bank (as defined in Section 9-102 more 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 following circumstances: (i) the LKE Accounts utilized in connection with the LKE Programfollowing an Event of Default, (ii) if the Administrative Agent reasonably believes that a requested transfer by the Parent, the Borrower or any Restricted Subsidiary, as applicable, is a request to transfer any funds from any deposit account to any other Deposit Account used solely for payrolldeposit account of the Parent, payroll taxes, and other employee wage and benefit paymentsthe Borrower or any Restricted Subsidiary that is not permitted under this Section 6.24, (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 otherwise agreed to in its discretion) writing by the Parent, the Borrower or (II) is closed on or before thirty (30) days after the Closing Date (or such later dates from time to time any Restricted Subsidiary, as the Collateral Agent may consent to in its discretion) applicable, and (iv) as otherwise permitted by applicable law. "Account Control Agreement" shall mean, as to any deposit account of the Parent, the Borrower or 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)Credit Party held with a bank, the respective Grantor shall cause the bank with which the Deposit Account is maintained to execute and deliver to the Collateral Agent, on an agreement 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 acceptable to the Collateral Agent pursuant to which Administrative Agent, among the Credit Party owning 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 foregoingdeposit account, the Collateral Agent agrees that it shall not give Administrative Agent, and such instructions unless an Event of Default has occurred and is continuing. If any other bank with which governing 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 5.11deposit account.

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.shall

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.

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 Intercreditor Agreement, the requirements of this Section 5.11Senior 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 (i) 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 the 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, N.A.

Deposit Accounts. (a) No Prior to the Discharge of Senior Lien Obligations, each Grantor shall establish obtain a Control Agreement with each bank or maintain, any demand, time, savings, passbook or similar account, except financial institution holding a Deposit Account 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 Grantor Party (other than (i) the LKE Accounts utilized in connection with the LKE Program, (ii) any other Deposit Account used solely for payroll, payroll taxes, employee benefit and similar trust accounts and other employee wage and benefit paymentsthan trust accounts pursuant to which any Grantor receives collections on behalf of third parties, each such account, an “Excluded Account”) in respect of which a Control Agreement is obtained in favor of the Senior Agent; provided, however, that the failure of any Grantor to obtain any Control Agreement otherwise required by this clause (iii) any Deposit Account that either (I) solely as a result of Collateral Agent’s refusal to execute a Control Agreement complying with the requirements set forth below in this Section 5.11 which is executed and delivered substantially similar to the Collateral Agent on Control Agreement executed by the Senior Agent, shall not result in a breach of obligations of such Grantor under this clause (iii). Following the Discharge of Senior Lien Obligations, each Grantor shall use commercially reasonable efforts to obtain a Control Agreement from each bank 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 financial institution maintaining a Deposit Account does not exceed $100,000 at any time and for such Grantor (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, other than with respect to Excluded Accounts). In connection with any Deposit Account established after the Closing DateControl Agreements, 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 that, (A) notwithstanding anything to the contrary in any Control Agreement, it shall not give such instructions deliver a notice of springing dominion or similar notice to the bank or financial institution thereunder unless an Event of Default has shall have 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 be continuing and (B) it shall promptly (and in any event prior event, within 5 Business Days after a written request therefor) execute any proposed amendment, modification, termination, restatement, replacement or waiver of any Control Agreement to thirty (30) days after which it is a party in respect of which the Closing Date (Senior Agent has approved a corresponding amendment, modification, termination restatement, replacement 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 waiver subject to the Collateral Account or another Deposit Account meeting terms and conditions of Section 5.3(d) of the requirements of this Section 5.11Intercreditor Agreement and to the extent required thereunder.

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 5.11extent required under the Intercreditor Agreement, the Senior Represenative.

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 Each Pledgor hereby represents and warrants that (i) as of the LKE date hereof, each Pledgor has neither opened nor maintains any Deposit Accounts utilized (x) in connection with which the LKE ProgramPledgors customarily maintain in excess of $100,000, individually or in the aggregate, other than the Deposit Accounts listed on Schedule 16(a) to the Perfection Certificate, or (y) into which Accounts payable by Medicare/Medicaid Account Debtors are held or have been deposited, other than the Deposit Accounts listed on Schedule 16(b) to the Perfection Certificate, (ii) any within the time period specified in Section 5.15(a) of the Credit Agreement, each applicable Pledgor and the relevant Bank(s) shall execute and deliver, with respect to Deposit Accounts other than Lockbox Accounts and Payroll Accounts, a Deposit Account used solely for payroll, payroll taxes, and other employee wage and benefit paymentsControl Agreement with respect to each of the Deposit Accounts listed on Schedule 16(a) to the Perfection Certificate or the Pledgors shall close such accounts, (iii) any within the time period specified in Section 5.15(a) of the Credit Agreement, the Collateral Agent shall have a valid, enforceable, perfected first priority security interest (subject to Permitted Liens) in such Deposit Account that either Accounts by Control, (Iiv) within the time period specified in Section 5.15(c) of the Credit Agreement, each applicable Pledgor and the relevant Banks shall execute and deliver a Control Lockbox Agreement complying with respect to each of the requirements set forth below Lockbox Accounts listed on Schedule 16(b) to the Perfection Certificate or the Pledgors shall close such accounts, (v) within the time period specified in this Section 5.11 is executed 5.15(c) of the Credit Agreement, the Collateral Agent shall have a valid, perfected first priority security interest in such Lockbox Accounts by dominion and delivered control (subject only to non-consensual Permitted Liens arising by operation of applicable Legal Requirements and which are entitled, by operation of such Legal Requirements, to priority over the Collateral Agent’s security interest therein), (vi) within the time period specified in Section 5.15(c) of the Credit Agreement, the Collateral Agent’s security interest in such Lockbox Accounts shall become and shall remain enforceable, subject only to the Collateral Agent on obtaining the consent of the applicable Medicare/Medicaid Account Debtor, compliance with applicable Health Care Laws, or before thirty (30) days after obtaining an Order from a court of competent jurisdiction recognizing and permitting the Closing Date (or enforcement of 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) security interest and (ivvii) any other Deposit Accounts maintained by any Grantor so long as 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 not exceed $500,000 in the aggregate at any time)date hereof, the respective Grantor shall cause funds contained in each Lockbox Account are either required under the bank with which the Deposit Account is maintained terms of a lockbox agreement to execute and deliver be, or in fact are, transferred 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 by 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 Pledgor within one Business Day following receipt of such account (or funds in the Lockbox Account subject to 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 5.11lockbox 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 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.

Deposit Accounts. (a) No Grantor The Borrower and each Guarantor Subsidiary shall establish cause, or maintaincontinue to cause, 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 Deposit Accounts) of the Borrower and each Guarantor Subsidiary maintained in the United States: (i) other than with respect to the LKE Accounts utilized in connection Specified Non-Lender Accounts, to be maintained with the LKE Program, a Lender; 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) to be subject to 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 deposit account control agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant Administrative Agent; provided that, notwithstanding the foregoing, (w) as to any Deposit Account opened by the Borrower or any Guarantor Subsidiary after the Amendment No. 5 Effective Date, the foregoing clause (ii) shall not be required to be satisfied prior to the date that is sixty (60) days after such Deposit Account is established (or such later date reasonably agreed by the Administrative Agent), (x) as to any Deposit Account acquired by the Borrower or any Guarantor Subsidiary after the Amendment No. 5 Effective Date, the foregoing clauses (i) and (ii) shall not be required to be satisfied prior to the date that is sixty (60) days after the date of acquisition of such Deposit Account (or such later date reasonably agreed by the Administrative Agent), (y) as to any Deposit Account of a Person that becomes a Guarantor Subsidiary after the Amendment No. 5 Effective Date, the foregoing clauses (i) and (ii) shall not be required to be satisfied prior to the date that is sixty (60) days after the date on which such bank agrees to comply with Person becomes a Guarantor Subsidiary (or such later date reasonably agreed by the Collateral Administrative Agent’s instructions ) and (z) with respect to such any Deposit Account without further consent maintained with a depository bank that ceases to be a Lender after the Amendment No. 5 Effective Date, the foregoing clauses (i) and (ii) shall not be required to be satisfied prior to the date that is sixty (60) days after the date on which such depository bank ceased to be a Lender (or such later date reasonably agreed by such Grantorthe Administrative Agent). Notwithstanding the foregoingWith respect to any Deposit Account that becomes subject to a control agreement in accordance with this Section 5.18, the Collateral Agent agrees that it shall not give deliver a notice of control (or similar notice) in respect of such instructions Deposit Account unless an Event of Default has occurred and is then 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.

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 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 Intercreditor Agreement), as otherwise permitted by the other Intercreditor Arrangement and subject to and in accordance with the Acknowledgment and Section 7.01(m)(ii) of this Section 5.11the Credit Agreement, holders of the Series 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 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 5.114.06(a). If any bank with which a Deposit Account is maintained refuses to subordinate all its claims with respect to such Deposit Account to the Collateral Agent’s security interest therein on terms satisfactory to the Collateral Agent, then the Collateral Agent, at its option, may (x) require that such Deposit Account be terminated in accordance with the immediately preceding sentence or (y) agree to a Deposit Account Control Agreement without such subordination, provided that in such event the Collateral Agent may at any time, at its option, subsequently require that such Deposit Account be terminated (within 60 days after notice from the Collateral Agent) in accordance with the requirements of the immediately preceding sentence. No Grantor shall hereafter establish or maintain any Deposit Account (other 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 Schedule 4.06(a) to the U.S. GCA Disclosure Letter containing the relevant information with respect to the respective Deposit Account and the 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 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 5.11.Agent. PLEDGE AND SECURITY AGREEMENT

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 5.11extent required under the Intercreditor Agreement, the ABL 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.

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 subject to a “control agreement” in a form reasonably satisfactory to the requirements of this Section 5.11Collateral Agent.

Deposit Accounts. With regard to all lock-boxes, collection accounts, deposit accounts, securities accounts, operating accounts, checking accounts, disbursement accounts and other accounts (aother than payroll accounts and accounts maintained by the Loan Parties for the sole benefit of their employees as listed on Schedule 10.11 attached hereto) No Grantor shall establish (collectively, the “Subject Accounts”), each Loan Party hereby authorizes the financial institutions at which any such Subject Accounts are maintained to provide the Administrative Agent with a copy of such financial institution’s regular statements and such other more frequent statements or maintainadvices as the Administrative Agent may reasonably request, any demandin each case, timecovering the remittances, savingsdeposits, passbook or similar and withdrawals from and balances of such account, except for and each Loan Party hereby consents to such accounts maintained with information being provided to the Administrative Agent. Each Loan Party shall cause each financial institution at which such Loan Party maintains a bank Subject Account (other than LaSalle) to enter into an Account Control Agreement in order to give the Administrative Agent “control” thereof (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 for perfection purposes; provided that (i) with respect to any such account existing on the LKE Accounts utilized in connection with Closing Date, a fully-executed Account Control Agreement must be delivered to the LKE ProgramAdministrative Agent on or prior to the Closing Date, (ii) with respect to any other Deposit Subject Account used solely for payrollopened after the Closing Date, payroll taxessuch Loan Party must provide the Administrative Agent with 10 days’ prior written notice of its intention to open such account and must deliver to the Administrative Agent a fully-executed Account Control Agreement with respect to such account, and other employee wage and benefit payments, (iii) it is hereby acknowledged and agreed that the Borrowers may maintain and operate Subject Accounts (other than any Deposit such Subject Account that either (Ito which Accounts are deposited or remitted) 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 having at any time and (y) deposits in excess of $1,000,000, in aggregate among all such Deposit Accounts does not exceed $500,000 Subject Accounts, in respect of which no Account Control Agreements are in effect. Notwithstanding anything contained herein or in any other Loan Document to the aggregate at any time)contrary, the respective Grantor shall cause the bank with which the Deposit Account is maintained to execute Loan Parties hereby acknowledge and deliver to the Collateral Agent, on or before the Closing Date oragree that, with respect to any Deposit Account established after Subject Accounts, upon the Closing Dateoccurrence and continuance of an Event of Default, at the time Administrative Agent may instruct any or all of the establishment financial institutions at which any such accounts are maintained (A) to cease honoring the Loan Parties’ directions as to the handling, disposition and disbursement of funds or remittance to or on deposit in any such accounts and (B) to remit or apply all amounts on deposit in or remittances to such accounts in accordance with the direction of the respective Deposit AccountAdministrative Agent (in each case of clause (A) or (B) above, 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“Notice of Control”). Notwithstanding the foregoing, the Collateral The Administrative Agent agrees that it shall not give such instructions a Notice of Control to any financial institution unless and until an Event of Default has occurred and is continuing. If Upon the written request of the Loan Party Representative delivered to the Administrative Agent, at any bank with which such a Deposit Account time (1) after the waiver, if any, of any existing Events of Default (other than an Event of Default described in clause (2) immediately below) or (2) six months after the waiver, if any, of any existing Event of Default under Section 13.1.1 or resulting from the violation of any of the financial covenants in Section 11.13, and provided that no other Event of Default has occurred and is maintained refuses tocontinuing, or does not, enter into such a Control Agreement, then the respective Grantor Administrative Agent shall promptly (notify all financial institutions to which it has previously delivered a Notice of Control that such notice is rescinded and in any event prior that such financial institution is again entitled to thirty (30) days after rely on the Closing Date (or such later dates from time to time as instruction and direction of the Collateral Agent may consent to in its discretion or, applicable Loan Party with respect such accounts until a new Notice of Control is given by the Administrative Agent (a “Notice of Rescission”). The Administrative Agent shall copy the Loan Party Representative on any Notice of Control and Notice of Rescission given to a financial institution but the failure to do so shall in no event effect the validity of any such Notice of Control, nor subject the Administrative Agent 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 5.11liability.

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 that hasintended 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 Assignor (as such term is defined in the Security Agreement)Credit Party shall use its commercially reasonable efforts to cause the bank with which the Deposit Account is maintained to execute and deliver to the 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 AssignorCredit 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 AssignorCredit Party 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 AssignorCredit 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 subject to a “control agreement” in a form reasonably satisfactory to the requirements of this Section 5.11Collateral Agent. Notwithstanding the foregoing, no control agreements shall be required with respect to any Deposit Account other than the (x) Cash Collateral Accounts and the Term 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.