Common use of Operating Accounts Clause in Contracts

Operating Accounts. (a) Maintain all of the Loan Parties’ Collateral Accounts (other than Excluded Accounts) (i) located in the United States (and all other jurisdictions where it is either customary to obtain Control Agreements or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) in accounts which are subject to a Control Agreement in favor of Collateral Agent and (ii) located outside the United States (in jurisdictions where it is neither customary to obtain Control Agreements nor necessary to obtain Control Agreements in order to perfect security interest in bank accounts) subject to such instruments or to a lien filed by a Notice of Charge, if any, as may be necessary for Collateral Agent to perfect its security interest in such Collateral Accounts. No filing or registration of this Agreement shall be made with Companies House in the United Kingdom. (b) The Loan Parties shall provide Collateral Agent five (5) days’ prior written notice before any Loan Party establishes any Collateral Account. In addition, for each Collateral Account that any of the Loan Parties at any time maintains, such Loan Party shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement or instrument, as applicable, may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to the Excluded Accounts. (c) No Loan Party shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of the Loan PartiesBorrower’s and its Subsidiaries’ Collateral Accounts (other than Excluded Accounts) (i) located with the institutions set forth in the United States (Perfection Certificates and all other jurisdictions where it is either customary to obtain Control Agreements or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) in accounts which are subject to a Control Agreement in favor of Collateral Agent and (ii) located outside the United States (in jurisdictions where it is neither customary to obtain Control Agreements nor necessary to obtain Control Agreements in order to perfect security interest in bank accounts) subject to such instruments or to a lien filed by a Notice of Charge, if any, as may be necessary for Collateral Agent to perfect its security interest in such Collateral Accounts. No filing or registration of this Agreement shall be made with Companies House in the United KingdomAgent. (b) The Loan Parties Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any Loan Party of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than those set forth in the Perfection Certificate. In addition, for each Collateral Account that Borrower or any of the Loan Parties its Subsidiaries, at any time maintains, Borrower or such Loan Party Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement or instrument, as applicable, may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Excluded Accountsbenefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates. (c) No Loan Party Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of the Loan PartiesBorrower’s and its Subsidiaries’ Collateral Accounts (other than Excluded Accounts) (i) located in the United States (and all other jurisdictions where it is either customary to obtain Control Agreements or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) in accounts which are subject to a Control Agreement in favor of Collateral Agent Agent. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and (ii) located outside other employee wage and benefit payments to or for the United States (in jurisdictions where it is neither customary benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to obtain Control Agreements nor necessary to obtain Control Agreements in order to perfect security interest in bank accounts) subject to such instruments or to a lien filed by a Notice of Charge, if any, as may be necessary for Collateral Agent to perfect its security interest in by Borrower as such Collateral Accounts. No filing or registration of this Agreement shall be made with Companies House in the United KingdomPerfection Certificates. (b) The Loan Parties Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any Loan Party of its Subsidiaries establishes any Collateral Account. Account at or with any Person other than ▇▇▇▇▇ Fargo Bank, N.A. In addition, for each Collateral Account that Borrower or any of the Loan Parties its Subsidiaries, at any time maintains, Borrower or such Loan Party Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement or instrument, as applicable, may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Excluded Accountsbenefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates. (c) No Loan Party Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of the Loan PartiesBorrower’s and its domestic U.S. Subsidiaries’ Collateral Accounts (other than Excluded Accounts) (i) located in the United States (and all other jurisdictions where it is either customary to obtain Control Agreements with Bank or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and (ii) located outside the United States (in jurisdictions where it is neither customary to obtain Control Agreements nor necessary to obtain Control Agreements in order to perfect security interest in bank accounts) subject to such instruments or to a lien filed by a Notice of Charge, if any, as may be necessary for Collateral Agent to perfect its security interest in such Collateral Accounts. No filing or registration of this Agreement shall be made with Companies House in the United KingdomAgent. (b) The Loan Parties Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any Loan Party of its domestic U.S. Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, subject to the terms of the Post Closing Letter, for each Collateral Account that Borrower or any of the Loan Parties its domestic U.S. Subsidiaries, at any time maintains, Borrower or such Loan Party Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement or instrument, as applicable, may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Excluded Accountsbenefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates or, after the Effective Date, with Collateral Agent’s consent after written notice from Borrower to Collateral Agent. (c) No Loan Party Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of the Loan Parties’ Except for Collateral Accounts (other than Excluded Accounts) (i) located maintained by Selecta Russia and Security Corp., maintain all Collateral Accounts with Bank or its Affiliates; in the United States (and all other jurisdictions where it is either customary to obtain Control Agreements or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) each case, in accounts which are subject to a Control Agreement in favor of Collateral Agent and (ii) located outside the United States (in jurisdictions where it is neither customary to obtain Control Agreements nor necessary to obtain Control Agreements in order to perfect security interest in bank accounts) subject to such instruments or to a lien filed by a Notice of Charge, if any, as may be necessary for Collateral Agent to perfect its security interest in such Collateral Accounts. No filing or registration of this Agreement shall be made with Companies House in the United KingdomAgent. (b) The Loan Parties Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any Loan Party of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of the Loan Parties its Subsidiaries, at any time maintains, Borrower or such Loan Party Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement or instrument, as applicable, may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to deposit accounts (i) exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Excluded Accounts.benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates or (ii) maintained by Selecta Russia or Security Corp. (c) No Loan Party Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b). (d) Notwithstanding anything to the contrary in this Section 6.6, Borrower shall at all times maintain unrestricted cash in an account with Bank subject to a Control Agreement in favor of Collateral Agent that is equal to or greater than the lesser of (i) one hundred five percent (105%) of the principal amount of all outstanding Credit Extensions or (ii) one hundred percent (100%) of the aggregate unrestricted cash and Cash Equivalents of Borrower and Security Corp. In addition, Security Corp. shall maintain all of its Collateral Accounts with Bank or Bank’s Affiliates.

Operating Accounts. (a) Maintain Except as contemplated by Section 6.6(b), maintain all of the Loan PartiesBorrower’s and its Subsidiaries’ Collateral Accounts (other than Excluded Accounts) (i) located in the United States (and all other jurisdictions where it is either customary to obtain Control Agreements or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) with First Republic Bank in accounts which are subject to a Control Agreement in favor of Collateral Agent and (ii) located outside the United States (in jurisdictions where it is neither customary to obtain Control Agreements nor necessary to obtain Control Agreements in order to perfect security interest in bank accounts) subject to such instruments or to a lien filed by a Notice of Charge, if any, as may be necessary for Collateral Agent to perfect its security interest in such Collateral Accounts. No filing or registration of this Agreement shall be made with Companies House in the United KingdomAgent. (b) The Loan Parties Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any Loan Party of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than First Republic Bank. In addition, for each Collateral Account that Borrower or any of the Loan Parties its Subsidiaries, at any time maintains, Borrower or such Loan Party Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement or instrument, as applicable, may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Excluded Accountsbenefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates. (c) No Loan Party Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b). (d) Collateral Agent and the Lenders agree not to give a notice of exclusive control, entitlement order, or other similar direction or instructions under any Control Agreement unless an Event of Default has occurred and has neither been cured in accordance with the terms hereof nor waived in accordance with the terms hereof.

Operating Accounts. (a) Maintain all of the Loan Parties’ Except as set forth in clause (b) below, maintain its and its Subsidiaries’, Collateral Accounts (other than Excluded Accounts) (i) located in the United States (and all other jurisdictions where it is either customary to obtain Control Agreements with Silicon Valley Bank or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and for the ratable benefit of the Lenders (ii) located outside the United States (in jurisdictions where it is neither customary to obtain Control Agreements nor as necessary to obtain Control Agreements in order to perfect security interest in bank accounts) subject to such instruments or to a lien filed by a Notice of Charge, if any, as may be necessary for Collateral Agent to perfect its security interest Agent’s Lien in such Collateral Accounts. No filing or registration of this Agreement shall be made with Companies House in the United KingdomAccount). (b) The Loan Parties Borrower, and each of Borrower’s Subsidiaries, if any, shall provide Collateral Agent and each Lender five (5) days’ prior written notice notice, and obtain Collateral Agent’s and each Lender’s consent, before any Loan Party establishes establishing any Collateral AccountAccount at or with any Person other than Silicon Valley Bank. In addition, for each such Collateral Account that Borrower, or any of the Loan Parties Borrower’s Subsidiaries, at any time maintains, Borrower, or any such Loan Party Subsidiary, shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement or instrument, as applicable, may not be terminated without prior written consent of Collateral AgentAgent and each Lender. The provisions of the previous sentence and Section 6.6(a) shall not apply to (a) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Excluded Accountsbenefit of Borrower’s, or any of Borrower’s Subsidiaries’, employees and identified to Collateral Agent by Borrower as such and (b) the Letter of Credit Account. (c) No Loan Party Borrower shall not, nor shall Borrower’s Subsidiaries, if any, maintain any Collateral Accounts except Collateral Accounts maintained located in the United States in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of the Loan PartiesBorrower’s and its Subsidiaries’ (which are Guarantors or co-Borrowers) Collateral Accounts (other than Excluded Accounts) (i) located in the United States (and all other jurisdictions where it is either customary to obtain Control Agreements or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) in accounts which are subject to a Control Agreement in favor of Collateral Agent and (ii) located outside the United States (in jurisdictions where it is neither customary to obtain Control Agreements nor necessary to obtain Control Agreements in order to perfect security interest in bank accounts) subject to such instruments or to a lien filed by a Notice of Charge, if any, as may be necessary for Collateral Agent to perfect its security interest in such Collateral Accounts. No filing or registration of this Agreement shall be made with Companies House in the United KingdomAgent. (b) The Loan Parties Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any Loan Party of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than those identified to Collateral Agent on the Effective Date and subject to Control Agreements. In addition, for each Collateral Account that Borrower or any of the Loan Parties its Subsidiaries (other than any Excluded Subsidiary), at any time maintains, Borrower or such Loan Party Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement or instrument, as applicable, may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Excluded Accountsbenefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates. (c) No Loan Party Neither Borrower nor any of its Subsidiaries (other than any Excluded Subsidiary) shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain Except as contemplated by Section 6.6(b), maintain all of the Loan PartiesBorrower’s and its Subsidiaries’ Collateral Accounts (other than Excluded Accounts) (i) located in the United States (and all other jurisdictions where it is either customary to obtain Control Agreements or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) in accounts which are subject to a Control Agreement in favor of Collateral Agent and (ii) located outside the United States (in jurisdictions where it is neither customary to obtain Control Agreements nor necessary to obtain Control Agreements in order to perfect security interest in bank accounts) subject to such instruments or to a lien filed by a Notice of Charge, if any, as may be necessary for Collateral Agent to perfect its security interest in such Collateral Accounts. No filing or registration of this Agreement shall be made with Companies House in the United KingdomAgent. (b) The Loan Parties Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any Loan Party of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank of America. In addition, for each Collateral Account that Borrower or any of the Loan Parties its Subsidiaries, at any time maintains, Borrower or such Loan Party Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement or instrument, as applicable, may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Excluded Accountsbenefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates. (c) No Loan Party Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b). (d) Collateral Agent and the Lenders agree not to give a notice of exclusive control, entitlement order, or other similar directions or instructions under any Control Agreement unless an Event of Default has occurred.

Operating Accounts. (a) Maintain all the Designated Deposit Account with SVB. Borrower shall not, without the prior written consent of the Lenders, transfer any proceeds of the Term Loan Parties’ Advances to any Collateral Accounts (Account maintained by Borrower at a financial institution other than Excluded Accounts) (i) located SVB. For the avoidance of doubt, Borrower may use the proceeds of the Term Loan Advances as working capital in the United States (and all other jurisdictions where it is either customary to obtain Control Agreements or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) in accounts which are subject to a Control Agreement in favor ordinary course of Collateral Agent and (ii) located outside business so long as Borrower does not at any time, violate the United States (in jurisdictions where it is neither customary to obtain Control Agreements nor necessary to obtain Control Agreements in order to perfect security interest in bank accounts) subject to such instruments or to a lien filed by a Notice terms of Charge, if any, as may be necessary for Collateral Agent to perfect its security interest in such Collateral Accounts. No filing or registration of this Agreement shall be made with Companies House in the United Kingdompreceding sentence. (b) The Loan Parties In addition, Borrower shall provide Collateral Agent five (5) days’ days prior written notice before any Loan Party establishes establishing any Collateral AccountAccount at or with any bank or financial institution other than SVB or SVB’s Affiliates. In addition, for For each Collateral Account that any of the Loan Parties Borrower at any time maintains, such Loan Party Borrower shall cause the applicable bank or financial institution (other than SVB) at or with which such any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Accounthereunder, which Control Agreement or instrument, as applicable, may not be terminated without the prior written consent of Collateral Agentthe Lenders. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Excluded Accounts. benefit of Borrower’s employees and identified to Agent and the Lenders by Borrower as such, or (cii) No Loan Party shall maintain Borrower’s deposit accounts located in countries other than the United States or Canada so long as the aggregate value of assets contained in all such accounts does not, at any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and time, exceed Two Hundred Fifty Thousand Dollars (b$250,000).

Operating Accounts. (a) Maintain As of the Effective Date, Borrower and Guarantor shall maintain all of the Loan Partiestheir and all of their Subsidiaries’ Collateral Accounts (primary United States operating and other than Excluded Accounts) (i) located deposit accounts and securities accounts in the United States (and all other jurisdictions where it is either customary to obtain Control Agreements or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) in accounts which are subject to a Control Agreement in favor of Collateral Agent and or otherwise subject to a first priority perfected Lien under applicable law in favor of Collateral Agent (other than (i) the securities account in which the Pledged ARS are held, provided that the assets maintained in such securities account consist solely of the Pledged ARS, (ii) located outside account # ▇▇▇▇▇▇▇ at UBS (but only for so long as the United States Pledged ARS are pledged pursuant to the ARS Credit Facility) and (in jurisdictions where it is neither customary to obtain Control Agreements nor necessary to obtain Control Agreements in order to perfect security interest in bank accountsiii) subject to such instruments or to a lien filed by a Notice of Charge, if any, as may be necessary for Collateral Agent to perfect its security interest in such Collateral the Trust and Escrow Accounts. No filing or registration of this Agreement shall be made with Companies House in the United Kingdom). (b) The Loan Parties Borrower shall provide Collateral Agent five (5) days’ prior written notice before any Loan Party establishes establishing any Collateral AccountAccount in the United States at or with any bank or financial institution not referred to in paragraph (a) of this Section 6.6. In addition, for each Collateral Account that any of the Loan Parties Borrower or Guarantor at any time maintainsmaintains in the United States, such Loan Party Borrower shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Accounthereunder, which Control Agreement or instrument, as applicable, may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Excluded Accountsbenefit of Borrower’s employees and identified to Collateral Agent by Borrower or Guarantor as such. (c) No Loan Party shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of the Loan PartiesBorrower’s and its Subsidiaries’ Collateral Accounts (other than Excluded Accounts) (i) located in the United States (and all other jurisdictions where it is either customary to obtain Control Agreements or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) in accounts which are subject to a Control Agreement in favor of Collateral Agent and (ii) located outside the United States (in jurisdictions where it is neither customary to obtain Control Agreements nor necessary to obtain Control Agreements in order to perfect security interest in bank accounts) subject to such instruments or to a lien filed by a Notice of Charge, if any, as may be necessary for Collateral Agent to perfect its security interest in such Collateral Accounts. No filing or registration of this Agreement shall be made with Companies House in the United KingdomAgent. (b) The Loan Parties Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any Loan Party of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than with ▇▇▇▇▇ Fargo Bank, N.A. or State Street Bank & Trust Company. In addition, for each Collateral Account that Borrower or any of the Loan Parties its Subsidiaries, at any time maintains, Borrower or such Loan Party Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement or instrument, as applicable, may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Excluded Accountsbenefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates. (c) No Loan Party Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of the Loan PartiesBorrower’s and its Subsidiaries’ Collateral Accounts (other than Excluded Accountsdeposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Borrower’s and any of its Subsidiaries’ employees) (i) located in the United States (with Bank of ▇▇▇ Arbor, Capital Advisors Group and all other jurisdictions where it is either customary to obtain Control Agreements or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) ▇▇▇▇▇ Fargo Advisors in accounts which are subject to a Control Agreement in favor of Collateral Agent and (ii) located outside the United States (in jurisdictions where it is neither customary to obtain Control Agreements nor necessary to obtain Control Agreements in order to perfect security interest in bank accounts) subject to such instruments or to a lien filed by a Notice of Charge, if any, as may be necessary for Collateral Agent to perfect its security interest in such Collateral Accounts. No filing or registration of this Agreement shall be made with Companies House in the United KingdomAgent. (b) The Loan Parties Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any Loan Party of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than with Bank of ▇▇▇ Arbor, Capital Advisors Group and ▇▇▇▇▇ Fargo Advisors. In addition, for each Collateral Account that Borrower or any of the Loan Parties its Subsidiaries, at any time maintains, Borrower or such Loan Party Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement or instrument, as applicable, may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Excluded Accountsbenefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates. (c) No Loan Party Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of the Loan PartiesBorrower’s and its Subsidiaries’ Collateral Accounts (other than Excluded Accounts) (i) located in the United States (and all other jurisdictions where it is either customary to obtain Control Agreements or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) in accounts which are subject to a Control Agreement in favor of Collateral Agent and (ii) located outside the United States (in jurisdictions where it is neither customary to obtain Control Agreements nor necessary to obtain Control Agreements in order to perfect security interest in bank accounts) subject to such instruments or to a lien filed by a Notice of Charge, if any, as may be necessary for Collateral Agent to perfect its security interest in such Collateral Accounts. No filing or registration of this Agreement shall be made with Companies House in the United KingdomAgent. (b) The Loan Parties Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any Loan Party of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than the institutions identified to Collateral Agent in the Perfection Certificate delivered by Borrower as of the Effective Date. In addition, for each Collateral Account that Borrower or any of the Loan Parties its Subsidiaries, at any time maintains, Borrower or such Loan Party Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement or instrument, as applicable, may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Excluded Accountsbenefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates. (c) No Loan Party Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of the Loan PartiesBorrower’s and its Subsidiaries’ Collateral Accounts (other than Excluded Accounts) (i) located in the United States (and all other jurisdictions where it is either customary to obtain Control Agreements or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) in accounts which are subject to a Control Agreement in favor of Collateral Agent and (ii) located outside the United States (in jurisdictions where it is neither customary to obtain Control Agreements nor necessary to obtain Control Agreements in order to perfect security interest in bank accounts) subject to such instruments or to a lien filed by a Notice of Charge, if any, as may be necessary for Collateral Agent to perfect its security interest in such Collateral Accounts. No filing or registration of this Agreement shall be made with Companies House in the United KingdomAgent. (b) The Loan Parties From and after the Effective Date, Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any Loan Party of its Subsidiaries establishes any Collateral Account at or with any Person other than with such Persons who have already entered into one or more Control Agreements in favor of Borrower and which Control Agreement will cover such Collateral Account. In addition, for each Collateral Account that Borrower or any of the Loan Parties its Subsidiaries, at any time maintains, Borrower or such Loan Party Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement or instrument, as applicable, may not be terminated without prior written consent of Collateral AgentAgent or upon the satisfaction in full in cash of the Obligations (other than inchoate indemnity obligations) and written confirmation of Collateral Agent and Lenders of such satisfaction in full. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Excluded Accountsbenefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates. (c) No Loan Party Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of the Loan PartiesBorrower’s and its Subsidiaries’ (other than Excluded Foreign Subsidiaries) primary Collateral Accounts (other than Excluded Accountsthe Endo Account) (i) located in the United States (and all other jurisdictions where it is either customary to obtain Control Agreements with Bank or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent Agent, which Collateral Accounts (excluding, for the avoidance of doubt, the Endo Account) shall represent at least 85% of the dollar value of Borrower’s and (ii) located outside the United States (in jurisdictions where it is neither customary to obtain Control Agreements nor necessary to obtain Control Agreements in order to perfect security interest in bank accounts) subject to such instruments or to a lien filed by a Notice of Charge, if any, as may be necessary for Collateral Agent to perfect its security interest in such Collateral Accounts. No filing or registration of this Agreement shall be made with Companies House in the United KingdomSubsidiaries accounts at all financial institutions. (b) The Loan Parties Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any Loan Party of its Subsidiaries (other than any Excluded Foreign Subsidiary) establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of the Loan Parties its Subsidiaries (other than any Excluded Foreign Subsidiary), at any time maintains, Borrower or such Loan Party Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement or instrument, as applicable, may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Excluded Accountsbenefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates. (c) No Loan Party Neither Borrower nor any of its Subsidiaries (other than any Excluded Foreign Subsidiary) shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of the Loan Parties’ Collateral Accounts (other than Excluded Accounts) (i) located in the United States (Borrower’s and all of its Subsidiaries’ operating and other jurisdictions where it is either customary to obtain Control Agreements or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) in deposit accounts which and securities accounts with the institutions identified on the Perfection Certificate, provided that all such accounts are subject to a Control Agreement in favor of Collateral Agent and (ii) located outside the United States (in jurisdictions where it is neither customary to obtain Control Agreements nor necessary to obtain Control Agreements in order to perfect security interest in bank accounts) subject to such instruments or to a lien filed by a Notice of Charge, if any, as may be necessary for Collateral Agent to perfect its security interest in such Collateral Accounts. No filing or registration of this Agreement shall be made with Companies House in the United KingdomAgent. (b) The Loan Parties Borrower and its Subsidiaries shall provide Collateral Agent and Lenders five (5) days’ prior written notice before any Loan Party establishes establishing any Collateral AccountAccount at or with any Person other than the institutions identified on the Perfection Certificate as of the Effective Date. In addition, for each Collateral Account that Borrower or any of the Loan Parties at its Subsidiaries any time maintains, such Loan Party Borrower shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s and Lenders’ Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Accounthereunder, which Control Agreement or instrument, as applicable, may not be terminated without prior written consent of Collateral AgentAgent and Lenders. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Excluded Accountsbenefit of Borrower’s or such Subsidiary’s employees and identified to Collateral Agent and Lenders by Borrower as such. (c) No Loan Party Borrower and its Subsidiaries shall not maintain any Collateral Accounts except Collateral Accounts maintained located in the United States in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of the Loan PartiesBorrower’s and its Subsidiaries’ Collateral Accounts (other than Excluded Accounts) (i) located in the United States (and all other jurisdictions where it is either customary to obtain Control Agreements with Bank or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent, other than the ▇▇ ▇▇▇▇▇▇ Accounts. Until Collateral Agent and Lenders have received evidence, in form and substance reasonably satisfactory to Collateral Agent and Lenders, of the termination of the ▇▇ ▇▇▇▇▇▇ Accounts, Borrower shall at all times maintain an aggregate amount of at least Twelve Million Dollars (ii$12,000,000) located outside the United States (in jurisdictions where it is neither customary to obtain Control Agreements nor necessary to obtain Control Agreements in order to perfect security interest in bank accounts) Collateral Accounts with Bank or its Affiliates, which such accounts are subject to such instruments or to a lien filed by a Notice Control Agreement in favor of Charge, if any, as may be necessary for Collateral Agent to perfect its security interest in such Collateral Accounts. No filing or registration of this Agreement shall be made with Companies House in the United KingdomAgent. (b) The Loan Parties Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any Loan Party of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of the Loan Parties its Subsidiaries, at any time maintains, Borrower or such Loan Party Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement or instrument, as applicable, may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Excluded benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) the ▇▇ ▇▇▇▇▇▇ Accounts. (c) No Loan Party Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of the Loan PartiesBorrower’s and each of Borrower’s Subsidiaries’ Collateral Accounts (other than Excluded Accounts) (i) located in the United States (primary operating and all other jurisdictions where it is either customary to obtain Control Agreements investment accounts with SVB or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and (ii) located outside the United States (in jurisdictions where it is neither customary to obtain Control Agreements nor as necessary to obtain Control Agreements in order to perfect security interest in bank accounts) subject to such instruments or to a lien filed by a Notice of Charge, if any, as may be necessary for Collateral Agent to perfect its security interest Agent’s Lien in such Collateral Accounts. No filing or registration of this Agreement shall be made with Companies House in the United Kingdomaccounts). (b) The Loan Parties Borrower and each of Borrower’s Subsidiaries shall provide Collateral Agent five (5) days’ prior written notice before any Loan Party establishes establishing any Collateral AccountAccount at or with any Person other than SVB. In addition, for each Collateral Account that Borrower or any of the Loan Parties Borrower’s Subsidiaries at any time maintains, Borrower or any such Loan Party Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the within 10 days after establishment of such Collateral Account, which Control Agreement or instrument, as applicable, may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Excluded Accountsbenefit of Borrower’s or any of Borrower’s Subsidiaries’ employees and identified to Collateral Agent by Borrower as such. (c) No Loan Party Borrower shall not, nor shall Borrower’s Subsidiaries, maintain any Collateral Accounts except Collateral Accounts maintained located in the United States in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of the Loan Parties’ Collateral Accounts (other than Excluded Accounts) (i) located in the United States (all of Borrower’s and all other jurisdictions where it is either customary to obtain Control Agreements its Subsidiaries’ that are co-borrowers or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) in accounts which are Guarantors Collateral Accounts subject to a Control Agreement in favor of Collateral Agent (except with respect to deposit accounts excepted from this requirement pursuant to the last sentence of Section 6.6(b)); and (ii) located outside the United States (in jurisdictions where it is neither customary to obtain Control Agreements nor necessary to obtain Control Agreements in order to perfect security interest in bank accounts) subject to such instruments all of Borrower’s and its Subsidiaries’ that are co-borrowers or to a lien filed by a Notice of Charge, if any, as may be necessary for Collateral Agent to perfect Guarantors primary operating accounts with Bank or its security interest in such Collateral Accounts. No filing or registration of this Agreement shall be made with Companies House in the United KingdomAffiliates. (b) The Loan Parties Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any Loan Party of its Subsidiaries that are co-borrowers or Guarantors establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of the Loan Parties its Subsidiaries that are co-borrowers or Guarantors, at any time maintains, Borrower or such Loan Party Subsidiary that is a co-borrower or Guarantor shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement or instrument, as applicable, may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Excluded Accountsbenefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates or, after the Effective Date, with Collateral Agent’s consent after written notice from Borrower to Collateral Agent. (c) No Loan Party Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of the Loan Parties’ Collateral Accounts (other than Excluded Accounts) (i) located in the United States (Borrower’s and all of its Subsidiaries’ operating and other jurisdictions where it is either customary to obtain Control Agreements or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) in deposit accounts which and securities accounts with the institutions identified on the Perfection Certificate, provided that all such accounts are subject to a Control Agreement in favor of Collateral Agent and (ii) located outside the United States (in jurisdictions where it is neither customary to obtain Control Agreements nor necessary to obtain Control Agreements in order to perfect security interest in bank accounts) subject to such instruments or to a lien filed by a Notice of Charge, if any, as may be necessary for Collateral Agent to perfect its security interest in such Collateral Accounts. No filing or registration of this Agreement shall be made with Companies House in the United KingdomAgent. (b) The Loan Parties Borrower and its Subsidiaries shall provide Collateral Agent and Lenders five (5) days’ prior written notice before any Loan Party establishes establishing any Collateral AccountAccount at or with any Person other than the institutions identified on the Perfection Certificate as of the Effective Date. In addition, for each Collateral Account that Borrower or any of the Loan Parties at its Subsidiaries any time maintains, such Loan Party Borrower shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s and Lenders’ Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Accounthereunder, which Control Agreement or instrument, as applicable, may not be terminated without prior written consent of Collateral AgentAgent and Lenders. The provisions of the previous sentence shall not apply to (x) TCD, except in the Excluded event TCD satisfies in full prior to the Maturity Date the full amount of the Indebtedness owing the Note Holders, or (y) deposit accounts exclusively used for (i) payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s or such Subsidiary’s employees, (ii) sales taxes, or (iii) the SERP Accounts; in each case of (y), identified to Collateral Agent and Lenders by Borrower as such. (c) No Loan Party Borrower and its Subsidiaries shall not maintain any Collateral Accounts except Collateral Accounts maintained located in the United States in accordance with Sections 6.6(a) and (b).

Operating Accounts. (a) Maintain all of the Loan PartiesBorrower’s and its Subsidiaries’ domestic operating Deposit Accounts with Bank or its Affiliates, and cause all of its Collateral Accounts (other than Excluded Accounts) (i) located in the United States (and all other jurisdictions where it is either customary to obtain Control Agreements or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) in accounts which are be subject to a Control Agreement in favor of Collateral Agent and (ii) located outside the United States (in jurisdictions where it is neither customary to obtain Control Agreements nor necessary to obtain Control Agreements in order to perfect security interest in bank accounts) subject to such instruments or to a lien filed by a Notice of Charge, if any, as may be necessary for Collateral Agent to perfect its security interest in such Collateral Accounts. No filing or registration of this Agreement shall be made with Companies House in the United KingdomAgent. (b) The Loan Parties Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any Loan Party of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of the Loan Parties its Subsidiaries, at any time maintains, Borrower or such Loan Party Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement or instrument, as applicable, may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Excluded Accountsbenefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates. (c) No Loan Party Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b). (d) Notwithstanding anything to the contrary in this Section 6.6 or set forth in the Control Agreement with respect to the Deposit Accounts maintained with Bank, Borrower shall be entitled to close any Collateral Account (other than the Deposit Accounts maintained pursuant to Section 6.6(a)) to the extent otherwise prohibited under such Control Agreement and upon written request from Borrower, so long as no Event of Default has occurred and is continuing, Collateral Agent agrees to provide consent to close any Collateral Account that Borrower is permitted to close under this Section 6.6(d).

Operating Accounts. (a) Maintain all of the Loan PartiesBorrower’s and its Subsidiaries’ primary Collateral Accounts (other than Excluded Accounts) (i) located in the United States (and all other jurisdictions where it is either customary to obtain Control Agreements with Bank or necessary to obtain Control Agreements in order to perfect security interest in bank accounts) its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent and (ii) located outside the United States (in jurisdictions where it is neither customary to obtain Control Agreements nor necessary to obtain Control Agreements in order to perfect security interest in bank accounts) subject to such instruments or to a lien filed by a Notice of Charge, if any, as may be necessary for Collateral Agent to perfect its security interest in such Collateral Accounts. No filing or registration of this Agreement shall be made with Companies House in the United KingdomAgent. (b) The Loan Parties Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any Loan Party of its Subsidiaries establishes any Collateral AccountAccount at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of the Loan Parties its Subsidiaries, at any time maintains, Borrower or such Loan Party Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement or instrument, as applicable, may not be terminated without prior written consent of Collateral AgentAgent or upon the satisfaction in full in cash in each of the Obligations (other than inchoate indemnity obligations). The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the Excluded Accountsbenefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates. (c) No Loan Party Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b). (d) Notwithstanding anything to the contrary in this Section 6.6, none of the terms, conditions, restrictions, requirements or obligations set forth in Section 6.6(a), (b), or (c) above shall apply with respect to the Excluded Accounts.