Common use of Operating Accounts Clause in Contracts

Operating Accounts. In the case of any Credit Party, contemporaneously with the establishment of any new Collateral Account at or with any bank or other depository or financial institution located in (a) the United States, subject such account to a Control Agreement that is reasonably acceptable to the Collateral Agent, and (b) any jurisdiction other than the United States, comply with the Perfection Requirements required by Requirements of Law in relation to Collateral Accounts in such jurisdiction. For the avoidance of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date), for each Collateral Account that each Credit Party at any time maintains in the United States, such Credit Party shall cause the applicable bank or other depository or financial institution located in the United States at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral Agent’s Lien, for the benefit of Lenders and the other Secured Parties, in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Collateral Agent. The provisions of the previous two (2) sentences shall not apply to (1) accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of any Credit Party’s employees, (2) zero balance accounts, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and (7) any other accounts, the cash balance of which such accounts does not exceed $5,000,000 in the aggregate at any time, as reasonably determined in good faith by a Responsible Officer of Parent (all such accounts in sub-clauses (1) through (7) above, collectively, the “Excluded Accounts”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days (or such longer period as the Collateral Agent may agree in its sole discretion) following (i) the Tranche A Closing Date to comply with the provisions of this Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as the Collateral Agent may agree in its sole discretion)) and (ii) the Tranche A Closing Date of any Acquisition or other Investment to comply with the provisions of this Section 5.5 with regards to Collateral Accounts of the Credit Parties acquired in connection with such Acquisition or other Investment.

Operating Accounts. In the case of any Credit Party, contemporaneously with promptly following the establishment of any new Collateral Account (but prior to the movement of any cash or other funds into such Collateral Account), at or with any bank or other depository or financial institution located in (a) the United States, subject such account to a Control Agreement or other appropriate instrument that is reasonably acceptable to the Collateral Agent, and (b) any jurisdiction other than the United States, comply with the Perfection Requirements required by Requirements of Law in relation to Collateral Accounts in such jurisdiction. For the avoidance of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date), for each Collateral Account that each Credit Party at any time maintains in the United States, such Credit Party shall cause the applicable bank or other depository or financial institution located in the United States or Israel at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral Agent’s Lien, for the benefit of Lenders and the other Secured Parties, in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Collateral Agent. The provisions of the previous two (2) sentences shall not apply to (1) accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of any Credit Party’s employees, (2) zero balance accounts, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and (7) any other accountsaccounts designated as an Excluded Account by a Responsible Officer of Borrower or Parent in writing delivered to the Collateral Agent, the cash balance of which such accounts does do not exceed $5,000,000 in the aggregate at any time, as reasonably determined in good faith by a Responsible Officer of Parent time (all such accounts in sub-clauses (1) through (7) above, collectively, the “Excluded Accounts”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days (or such longer period as the Collateral Agent may agree in its sole discretion) following (i) the Tranche A Closing Date to comply with the provisions of this Section 5.5 with regards to Collateral Accounts (other than Excluded Accounts) of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as the Collateral Agent may agree in its sole discretion)) and (ii) the Tranche A Closing Date closing date of any Acquisition or other Investment to comply with the provisions of this Section 5.5 with regards to Collateral Accounts (other than Excluded Accounts) of the Credit Parties acquired in connection with such Acquisition or other Investment.

Operating Accounts. In the case of any Credit Party, contemporaneously with the establishment of any new Collateral Account at or with any bank or other depository or financial institution located in (a) the United States, subject such account to a Control Agreement that is reasonably acceptable to the Collateral Agent, and (b) any jurisdiction other than the United States, comply with the Perfection Requirements required by Requirements of Law in relation to Collateral Accounts in such jurisdiction. For the avoidance of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date), for each Collateral Account that each Credit Party at any time maintains in the United Statesmaintains, such Credit Party shall cause the applicable bank or other depository or financial institution located in the United States at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral Agent’s Lien, Lien in favor and for the benefit of Lenders and the other Secured Parties, Parties in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Collateral Agent. The provisions of the previous two (2) sentences shall not apply to (1) deposit accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of any Credit Party’s employees, (2) zero balance accounts, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and (7) any other accountsaccount designated as an Excluded Account by a Responsible Officer of Borrower in writing delivered to the Collateral Agent, the cash balance of which such accounts does not exceed $5,000,000 10,000,000 in the aggregate at any time, as reasonably determined in good faith by a Responsible Officer of Parent time (all such accounts in sub-clauses (1) through (7) aboveaccounts, collectively, the “Excluded Accounts”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days (or such longer period as the Collateral Agent may agree in its sole discretion) following (i) the Tranche A Closing Date to comply with the provisions of this Section 5.5 with regards regard to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as the Collateral Agent may agree in its sole discretion)) and (ii) the Tranche A Closing Date closing date of any Acquisition or other Investment to comply with the provisions of this Section 5.5 with regards regard to Collateral Accounts of the Credit Parties acquired in connection with such Acquisition or other Investment.

Operating Accounts. In the case of any Credit Party, contemporaneously with the establishment of any new Collateral Account at or with any bank or other depository or financial institution located in (a) the United States, subject such account to a Control Agreement that is reasonably acceptable to the Collateral Agent, and (b) any jurisdiction other than the United States, comply with the Perfection Requirements required by Requirements of Law in relation to Collateral Accounts in such jurisdiction. For the avoidance of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date), for each Collateral Account that each Credit Party at any time maintains in the United Statesmaintains, such Credit Party shall cause the applicable bank or other depository or financial institution located in the United States at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral Agent’s Lien, for the benefit of Lenders and the other Secured Parties, in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Collateral Agent. The provisions of the previous two (2) sentences shall not apply to (1) accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of any Credit Party’s employees, (2) zero balance accounts, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and (7) any other accountsaccounts designated as an Excluded Account by a Responsible Officer of Borrower in writing delivered to the Collateral Agent, the cash balance of which such accounts does not exceed $5,000,000 in the aggregate at any time, as reasonably determined in good faith by a Responsible Officer of Parent time (all such accounts in sub-clauses (1) through (7) above, collectively, the “Excluded Accounts”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days (or such longer period as the Collateral Agent may agree in its sole discretion) following (i) the Tranche A Closing Date to comply with the provisions of this Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as the Collateral Agent may agree in its sole discretion)) and (ii) the Tranche A Closing Date closing date of any Acquisition or other Investment to comply with the provisions of this Section 5.5 with regards to Collateral Accounts of the Credit Parties acquired in connection with such Acquisition or other Investment.

Operating Accounts. In the case of any Credit Party, contemporaneously with the establishment of any new Collateral Account at or with any bank or other depository or financial institution located in (a) the United States, subject such account to a Control Agreement that is reasonably acceptable to the Collateral Agent, and (b) any jurisdiction other than the United States, comply with the Perfection Requirements required by Requirements of Law in relation to Maintain each Loan Party’s Collateral Accounts at depositary institutions that have agreed to execute Control Agreements in such jurisdiction. For the avoidance favor of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date), for each Collateral Account that each Credit Party at any time maintains in the United States, such Credit Party shall cause the applicable bank or other depository or financial institution located in the United States at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral Agent’s Lien, for the benefit of Lenders and the other Secured Parties, in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Collateral AgentAccounts. The provisions of the previous two (2) sentences sentence shall not apply to Deposit Accounts (1i) maintained outside of the United States of America, provided that the aggregate balance thereof shall not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) at any time, (ii) used exclusively to maintain deposits subject to a Lien described in clause (p) of the defined term “Permitted Liens”, (iii) that are zero-balance accounts and (iv) exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of any Credit Loan Party’s ’s, employees, (2) zero provided that the aggregate balance accounts, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and (7) any other accounts, the cash balance of which such accounts does not exceed $5,000,000 the amount to be paid on the following pay period (or such minimum amount as may be required by any Requirement of Law with respect to such accounts), as applicable, and as identified to Collateral Agent by Borrower as such in the aggregate at any time, as reasonably determined in good faith by a Responsible Officer of Parent Perfection Certificate (all such accounts in sub-clauses (1) through (7) above, collectively, the “Excluded Accounts”); provided, however, that (y) no Deposit Account that constitute Permitted Senior Debt Priority Collateral shall be an Excluded Account hereunder and (z) Borrower shall not permit the aggregate balance of all Excluded Accounts to exceed Five Hundred Thousand Dollars ($500,000.00). Notwithstanding In addition, for each Collateral Account (other than Excluded Accounts) that any Loan Party at any time maintains, such Loan Party shall cause the foregoing, 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 with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the Credit Parties shall have until ratable benefit of the date that is ninety (90Secured Parties) days (or such longer period as the Collateral Agent may agree in its sole discretion) following (i) the Tranche A Closing Date to comply accordance with the provisions terms hereunder prior to the establishment of this Section 5.5 with regards to such Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as the Collateral Agent may agree in its sole discretion)) and (ii) the Tranche A Closing Date of any Acquisition or other Investment to comply with the provisions of this Section 5.5 with regards to Collateral Accounts of the Credit Parties acquired in connection with such Acquisition or other InvestmentAccount.

Operating Accounts. In the case of any Credit Party, contemporaneously with the establishment of any new Collateral Account at or with any bank or other depository or financial institution located in (a) the United States, Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts in accounts which are subject such account to a Control Agreement that is reasonably acceptable to in favor of Collateral Agent and if such accounts are in the Collateral AgentU.S. or any other jurisdiction in which Bank or one of its Affiliates operates, and (b) any jurisdiction other than the United States, comply maintain such accounts with the Perfection Requirements required by Requirements Bank or one of Law in relation to Collateral Accounts in such jurisdiction. For its Affiliates; provided, however, Borrower’s operating account with Silicon Valley Bank must be closed within 45 days after the avoidance of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained Effective Date and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery evidence of its closure reasonably satisfactory to the Collateral Agent provided thereto (provided further that the only funds that Borrower may keep in such operating account during such period would be such as would be necessary to meet Borrower’s payment obligations under checks already issued by Borrower and funds in excess of a duly completed acknowledgement in respect such aggregate amount must be transferred to one of any such in accordance Borrower’s Collateral Accounts maintained with the English Debenture. Subject to the timing requirements Bank or one of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Dateits affiliates), for each Collateral Account that each Credit Party at any time maintains in the United States, such Credit Party shall cause the applicable bank or other depository or financial institution located in the United States at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral Agent’s Lien, for the benefit of Lenders and the other Secured Parties, in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Collateral Agent. The provisions of the previous sentence shall not apply to: (i) (A) an account of cash or cash equivalents maintained with Silicon Valley Bank solely to secure the letter of credit issued by Silicon Valley Bank for the benefit of the Borrower’s landlord, provided, however the balance in such account shall not exceed $120,000 and to the extent it does, the excess amount shall be swept to a Collateral Account which is subject to a Control Agreement in favor of Collateral Agent within two (2) sentences Business Days, and provided further that such letter of credit shall be cancelled or terminated not apply later than the first renewal date of such letter of credit occurring after the Effective Date or (B) after the closure of such account maintained with Silicon Valley Bank and the termination or cancellation of such letter of credit, an account of cash or cash equivalents maintained with the Bank, solely to (1) accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or secure the letter of credit issued by Bank for the benefit of any Credit Partythe Borrower’s employeeslandlord, provided, however the balance in such account shall not exceed $120,000 and to the extent it does, the excess amount shall be swept to a Collateral Account which is subject to a Control Agreement in favor of Collateral Agent within two (2) zero balance accountsBusiness Days, (3) each of the accounts referred to in this clause (including trust accounts) used exclusively for escrowi), customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and (7) any other accounts, the cash balance of which such accounts does not exceed $5,000,000 in the aggregate at any time, as reasonably determined in good faith by a Responsible Officer of Parent (all such accounts in sub-clauses (1) through (7) above, collectively, the “Excluded AccountsLC Account”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days (or such longer period as the Collateral Agent may agree in its sole discretion) following (i) the Tranche A Closing Date to comply with the provisions of this Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as the Collateral Agent may agree in its sole discretion)) and (ii) (A) an account of cash or cash equivalents maintained with Silicon Valley Bank solely to secure credit cards issued by Silicon Valley Bank or its affiliates for a period of 90 days after the Tranche A Closing Date Effective Date, provided, however, the balance in such account shall not exceed $10,000 (and to the extent it does, the excess amount shall be swept to a Collateral Account which is subject to a Control Agreement in favor of any Acquisition Collateral Agent within two (2) Business Days) or other Investment to comply (B) after the closure such account maintained with Silicon Valley Bank, an account of cash or cash equivalents maintained with the provisions Bank solely to secure ancillary banking services provided by the Bank, provided, however, the balance in such account shall not exceed $75,000 (and to the extent it does, the excess amount shall be swept to a Collateral Account which is subject to a Control Agreement in favor of this Section 5.5 with regards to Collateral Accounts Agent within two (2) Business Days) (each of the Credit Parties acquired accounts referred to in connection with such Acquisition or other Investmentthis clause (ii), an “Ancillary Services Account”).

Operating Accounts. In the case of any Credit Party, contemporaneously with the establishment of not establish any new Collateral Account at or with any bank or other depository or financial institution located in (a) the United Statesunless contemporaneously with such establishment, subject such account is subject to a Control Agreement that is reasonably acceptable to the Collateral Agent, and (b) any jurisdiction other than the United States, comply with the Perfection Requirements required by Requirements of Law in relation to Collateral Accounts in such jurisdictionLender. For the avoidance of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date), for each Collateral Account that each Credit Party at any time maintains in the United Statesmaintains, such Credit Party shall cause the applicable bank or other depository or financial institution located in the United States at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral AgentLender’s Lien, for the benefit of Lenders and the other Secured Parties, Lien in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Collateral AgentLender. The provisions of the previous two (2) sentences shall not apply to (1) deposit accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of any Credit Party’s employees, (2) zero balance accounts, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit prohibits the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien thereon and (7) any other accounts, deposit accounts established after the cash balance of which Tranche A Closing Date and then only so long as such deposit accounts does do not exceed $5,000,000 hold in the aggregate at any time, as reasonably determined in good faith by a Responsible Officer more than $50,000 and for the first thirty (30) days following the establishment of Parent such deposit account (all such accounts in sub-clauses (1) through (7) aboveaccounts, collectively, the “Excluded Accounts”); provided that, in each case, Borrower shall identify to Lender all accounts which constitute Excluded Accounts. Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days (following the closing date of a Permitted Acquisition or such longer period as the Collateral Agent may agree in its sole discretion) following (i) the Tranche A Closing Date other Investment permitted hereunder to comply with the provisions of this Section 5.5 5.6 with regards regard to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as the Collateral Agent may agree in its sole discretion)) and (ii) the Tranche A Closing Date of any Acquisition or other Investment to comply with the provisions of this Section 5.5 with regards to Collateral Accounts accounts of the Credit Parties acquired in connection with such Permitted Acquisition or other Investment.

Operating Accounts. In the case of any Credit Party, contemporaneously with the establishment of any new Collateral Account at or with any bank or other depository or financial institution located in (a) the United States, subject such account to a Control Agreement that is reasonably acceptable to the Collateral Agent, and (b) any jurisdiction other than the United States, comply with the Perfection Requirements required by Requirements of Law in relation to Collateral Accounts in such jurisdiction. For the avoidance of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date), for each Collateral Account that each Credit Party at any time maintains in the United Statesmaintains, such Credit Party shall cause the applicable bank or other depository or financial institution located in the United States at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral Agent’s Lien, for the benefit of Lenders and the other Secured Parties, in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Collateral Agent. The provisions of the previous two (2) sentences shall not apply to (1) accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of any Credit Party’s employees, (2) zero balance accounts, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and (7) any other accountsaccounts designated as an Excluded Account by a Responsible Officer of Borrower in writing delivered to the Collateral Agent, the cash balance of which such accounts does not exceed $5,000,000 10,000,000 in the aggregate at any time, as reasonably determined in good faith by a Responsible Officer of Parent time (all such accounts in sub-clauses (1) through (7) above, collectively, the “Excluded Accounts”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days (or such longer period as the Collateral Agent may agree in its sole discretion) following (i) the Tranche A Closing Date to comply with the provisions of this Section 5.5 with regards to Collateral Accounts (other than Excluded Accounts) of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as the Collateral Agent may agree in its sole discretion)) and (ii) the Tranche A Closing Date closing date of any Acquisition or other Investment to comply with the provisions of this Section 5.5 with regards to Collateral Accounts (other than Excluded Accounts) of the Credit Parties acquired in connection with such Acquisition or other Investment.

Operating Accounts. In the case of any Credit Party, contemporaneously with the establishment of any new Collateral Account at or with any bank or other depository or financial institution located in (a) the United States, subject such account to a Control Agreement that is reasonably acceptable to the Collateral Agent, and (b) any jurisdiction other than the United States, comply with the Perfection Requirements required by Requirements of Law in relation to Collateral Accounts in such jurisdictionLender. For the avoidance of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date), for each Collateral Account that each Credit Party at any time maintains in the United Statesmaintains, such Credit Party shall cause the applicable bank or other depository or financial institution located in the United States at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral AgentLender’s Lien, Lien in favor and for the benefit of Lenders Lender and the other Secured Parties, Parties in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Collateral AgentLender. The provisions of the previous two (2) sentences shall not apply to (1) deposit accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of any Credit Party’s employees, (2) zero balance accounts, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and (7) any other accountsaccount designated as an Excluded Account by a Responsible Officer of Borrower in writing delivered to Lender, the cash balance of which such accounts does not exceed $5,000,000 *** in the aggregate at any time, as reasonably determined in good faith by a Responsible Officer of Parent time (all such accounts in sub-clauses (1) through (7) aboveaccounts, collectively, the “Excluded Accounts”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days *** (or such longer period as the Collateral Agent Lender may agree in its sole discretion) following (i) the Tranche A Closing Date to comply with the provisions of this Section 5.5 with regards regard to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day *** period (or such longer period as the Collateral Agent Lender may agree in its sole discretion)) and (ii) the Tranche A Closing Date closing date of any Acquisition or other Investment to comply with the provisions of this Section 5.5 with regards regard to Collateral Accounts of the Credit Parties acquired in connection with such Acquisition or other Investment.

Operating Accounts. a. In the case of any Credit Party, contemporaneously with promptly following the establishment of any new Collateral Account at or with any bank or other depository or financial institution located in (a) the United States, subject such account to a Control Agreement or other appropriate instrument that is reasonably acceptable to the Collateral Agent, and (b) any jurisdiction other than the United States, comply with the Perfection Requirements required by Requirements of Law in relation to Collateral Accounts in such jurisdiction. For the avoidance of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date), for each Collateral Account that each Credit Party at any time maintains in the United States, such Credit Party shall shall, within thirty (30) days of establishing such Collateral Account, cause the applicable bank or other depository or financial institution located in the United States States, at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral Agent’s Lien, for the benefit of Lenders and the other Secured Parties, in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Collateral Agent. The provisions of the previous two (2) sentences shall not apply to (1) accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of any Credit Party’s employees, (2) zero balance accounts, provided that, within two (2) Business Days of any deposit made into any such zero balance account, such deposit is swept in full to an account subject to a Control Agreement, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and (7) any other accountsaccount established and maintained in the ordinary course of business or in furtherance of a bona fide general corporate purpose, and designated as an Excluded Account by a Responsible Officer of Borrower in writing delivered to the Collateral Agent, the cash balance of which such account, together with all other such accounts does excluded under this sub-clause 7, do not exceed $5,000,000 [***] in the aggregate at any time, as reasonably determined in good faith by a Responsible Officer of Parent time (all such accounts in sub-clauses (1) through (7) above, collectively, the “Excluded Accounts”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days (or such longer period as the Collateral Agent may agree in its sole discretion) following (i) the Tranche A Closing Date to comply with the provisions of this Section 5.5 with regards to Collateral Accounts (other than Excluded Accounts) of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as the Collateral Agent may agree in its sole discretion)) and (ii) the Tranche A Closing Date closing date of any Acquisition or other Investment to comply with the provisions of this Section 5.5 with regards to Collateral Accounts (other than Excluded Accounts) of the Credit Parties acquired in connection with such Acquisition or other Investment. The parties hereto agree that the Cash Collateral Account shall constitute a Collateral Account and shall not constitute or be deemed to be an Excluded Account.

Operating Accounts. In the case of any Credit Party, contemporaneously with the establishment of any new Collateral Account at or with any bank or other depository or financial institution located in (a) the United States, subject such account to a Control Agreement that is reasonably acceptable to the Collateral Agent, and (b) any jurisdiction other than the United States, comply with the Perfection Requirements required by Requirements of Law in relation to Collateral Accounts in such jurisdiction. For the avoidance of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date), for each Collateral Account that each Credit Party at any time maintains in the United Statesmaintains, such Credit Party shall shall, promptly upon, and in no event later than thirty (30) days after (or such longer period as the Collateral Agent may agree in its sole discretion), establishing such Collateral Account, cause the applicable bank or other depository or financial institution located in the United States at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral Agent’s Lien, for the benefit of Lenders and the other Secured Parties, in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Collateral Agent. The provisions of the previous two (2) sentences shall not apply to (1) accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of any Credit Party’s employees, (2) zero balance accounts, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and Lien, (7) [reserved], and (8) any other accountsaccounts designated as an Excluded Account by a Responsible Officer of Borrower in writing delivered to the Collateral Agent, the cash balance of which such accounts does do not exceed $5,000,000 in the aggregate at any time, as reasonably determined in good faith by a Responsible Officer of Parent time (all such accounts in sub-clauses (1) through (7) 8) above, collectively, the “Excluded Accounts”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days (or such longer period as the Collateral Agent may agree in its sole discretion) following (i) the Tranche A Closing Date to comply with the provisions of this Section 5.5 with regards to Collateral Accounts (other than Excluded Accounts) of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as the Collateral Agent may agree in its sole discretion)) and (ii) the Tranche A Closing Date closing date of any Acquisition or other Investment to comply with the provisions of this Section 5.5 with regards to Collateral Accounts (other than Excluded Accounts) of the Credit Parties acquired in connection with such Acquisition or other Investment.

Operating Accounts. In Provide the case Lender five (5) days prior written notice before establishing any Collateral Account of any Credit Loan Party, contemporaneously with the establishment of any new Collateral Account at or with any bank or other depository or financial institution located in (a) the United States, subject such account to a Control Agreement that is reasonably acceptable to the Collateral Agent, and (b) any jurisdiction other than the United States, comply with the Perfection Requirements required by Requirements of Law in relation to Collateral Accounts in such jurisdiction. For the avoidance of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date), for each Collateral Account that each Credit any Loan Party at any time maintains in the United Statesmaintains, Borrower shall (or shall cause such Credit other Loan Party shall to) cause the applicable bank or other depository or financial institution located in the United States at or with which any such Collateral Account is maintained to, within thirty (30) days of the acquisition or creation of such Collateral Account or, with respect to Collateral Accounts existing on the Effective Date (other than Collateral Accounts of Spaceflight, which for the avoidance of doubt, shall be subject to Control Agreements within 2 Business Days of the Closing Date), within thirty (30) days of the Effective Date, execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral AgentLender’s Lien, for the benefit of Lenders and the other Secured Parties, Lien in such Collateral Account in accordance with the terms hereunder, hereunder which Control Agreement may not be terminated without the prior written consent of the Collateral AgentLender or upon termination of this Agreement in accordance with its terms. The provisions of the previous two (2) sentences sentence shall not apply to (1i) deposit accounts exclusively used for payroll, payroll Taxes taxes and other employee wage and benefit payments to or for the benefit of any Credit Loan Party’s employeesemployees and identified to the Lender by Borrower as such, (2ii) zero balance accountssegregated cash collateral or escrow accounts containing cash collateral or restricted cash (x) set forth on Schedule 6.6. which in the case of Spaceflight are not in excess of [***] in the aggregate, and in the case of such accounts for all Loan Parties are not in excess of [***] in the aggregate, (3) accounts (including trust accountsy) used exclusively for escrowto secured Indebtedness of the type set forth in clause (e) or (q) of the definition of “Permitted Indebtedness”, customs, insurance or fiduciary purposes, and ( z) other amounts in an aggregate amount not to exceed [***] (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and (7iii) any other accounts, Collateral Account that is not located in the cash United States (iv) any Collateral Account the maximum daily balance of which such accounts does not exceed $5,000,000 [***] individually, or in the aggregate aggregate, together with the maximum daily balance of all such other Collateral Accounts excluded pursuant to the foregoing clauses (i) through (iii) at any time, as reasonably determined in good faith by a Responsible Officer of Parent [***] (all such accounts in sub-clauses (1) through (7) above, collectively, the “Excluded Accounts”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days (or such longer period as the Collateral Agent may agree in its sole discretion) following (i) the Tranche A Closing Date to comply with the provisions of this Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as the Collateral Agent may agree in its sole discretion)) and (ii) the Tranche A Closing Date of any Acquisition or other Investment to comply with the provisions of this Section 5.5 with regards to Collateral Accounts of the Credit Parties acquired in connection with such Acquisition or other Investment.

Operating Accounts. In Each of EPPC and EPGOM shall maintain each of the case of any Credit Party, contemporaneously with the establishment of any new Collateral accounts described on Schedule 4.26 as an Operating Account at or with any bank or other depository or financial institution located in (a) the United States, subject such account to a an Account Control Agreement that is reasonably acceptable to the Collateral AgentAgreement, and each of EPPC and EPGOM agrees to deposit therein all of its revenues (b) including revenues received in connection with or attributable to its Collateral Oil and Gas Properties). Each of Raton and Vermejo agrees to not establish any jurisdiction separate accounts for collection of its revenues other than the United StatesOperating Accounts of EPPC, comply and each agrees to deposit in one of the EPPC Operating Accounts all of its revenues (including revenues received in connection with or attributable to its Collateral Oil and Gas Properties). Prior to the Perfection Requirements required by Requirements occurrence and continuance of Law in relation an Event of Default, each of EPPC and EPGOM may make withdrawals from its respective Operating Account to Collateral Accounts in such jurisdiction. For the avoidance of doubt pay its (or in the case of the United KingdomEPPC, this shall include the Raton's or Vermejo's) operating costs and expenses, capital expenditures, debt service of a notice to the bank or and for any other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date), for each Collateral Account that each Credit Party at any time maintains in the United States, such Credit Party shall cause the applicable bank or other depository or financial institution located in the United States at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral Agent’s Lien, for the benefit of Lenders and the other Secured Parties, in such Collateral Account in accordance purpose consistent with the terms hereunderof this Agreement and permitted by law. After the occurrence and continuance of an Event of Default, which Control Agreement may not be terminated without the prior written consent of the Collateral Agent. The provisions of the previous two (2) sentences shall not apply to (1) accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of any Credit Party’s employees, (2) zero balance accounts, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and (7) any other accounts, the cash balance of which such accounts does not exceed $5,000,000 in the aggregate at any time, as reasonably determined in good faith by a Responsible Officer of Parent (all such accounts in sub-clauses (1) through (7) above, collectively, the “Excluded Accounts”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days (or such longer period as the Collateral Agent may agree in its sole discretion) following (i) the Tranche A Closing Date discretion retain all amounts deposited in such Operating Accounts or transfer such amounts to comply with the provisions of this Section 5.5 with regards EPPC or EGGOM's Cash Collateral Account, in each case to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as be retained by the Collateral Agent may agree as collateral for the Subsidiary Secured Obligations. Neither the Collateral Agent nor the Lender waives or relinquishes any of its rights or interests arising under the Loan Documents by permitting any Subsidiary Borrower to collect and deposit the proceeds of sales of Hydrocarbons attributable to Subsidiary Borrower's Collateral Oil and Gas Properties as herein described. Notwithstanding anything in this Section 5.14 to the contrary, each Subsidiary Loan Party shall be permitted to maintain checking disbursement accounts for payment of its sole discretion)) and (ii) daily expenses provided that such accounts do not consolidate on a daily basis with the Tranche A Closing Date principal operating accounts of any Acquisition or other Investment EPC affiliate, and such checking disbursement accounts shall not be required to comply with the provisions of this Section 5.5 with regards be subject to Collateral Accounts of the Credit Parties acquired in connection with such Acquisition or other Investmentan Account Control Agreement.

Operating Accounts. In the case of any Credit Party, contemporaneously with the establishment of any new Collateral Account at or with any bank or other depository or financial institution located in (a) the United States, subject such account to a Control Agreement that is reasonably acceptable to the Collateral Agent, and (b) any jurisdiction other than the United States, comply with the Perfection Requirements required by Requirements of Law in relation to Collateral Accounts in such jurisdiction. For the avoidance of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date), for each Collateral Account that each Credit Party at any time maintains in the United Statesmaintains, such Credit Party shall cause the applicable bank or other depository or financial institution located in the United States at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral Agent’s Lien, for the benefit of Lenders and the other Secured Parties, in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Collateral Agent. The provisions of the previous two (2) sentences shall not apply to (1) accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of any Credit Party’s employees, (2) zero balance accounts, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and (7) any other accountsaccounts designated as an Excluded Account by a Responsible Officer of Borrower in writing delivered to the Collateral Agent, the cash balance of which such accounts does not exceed $5,000,000 10,000,000 in the aggregate at any time, as reasonably determined in good faith by a Responsible Officer of Parent time (all such accounts in sub-clauses (1) through (7) above, collectively, the “Excluded Accounts”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days (or such longer period as the Collateral Agent may agree in its sole discretion) following (i) the Tranche A Closing Date to comply with the provisions of this Section 5.5 with regards to Collateral Accounts (other than Excluded Accounts) of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as the Collateral Agent may agree in its sole discretion)period) and (ii) the Tranche A Closing Date closing date of any Acquisition or other Investment to comply with the provisions of this Section 5.5 with regards to Collateral Accounts (other than Excluded Accounts) of the Credit Parties acquired in connection with such Acquisition or other Investment.

Operating Accounts. In the case of any Credit Party, contemporaneously with the establishment of any new Collateral Account at or with any bank or other depository or financial institution located in (a) the United StatesStates or England and Wales, subject such account to a Control Agreement that is reasonably acceptable to the Collateral AgentAgent or, and (b) any jurisdiction other than the United States, comply with the Perfection Requirements required by Requirements of Law in relation respect to Collateral Accounts in such jurisdiction. For the avoidance of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained in England and Wales, deliver the applicable Credit Party shall use commercially reasonable efforts notices of assignment required pursuant to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture, in order to perfect the Agent’s Lien in favor and for the benefit of Agent and the other Secured Parties. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date), for For each Collateral Account that each Credit Party at any time maintains in the United Statesmaintains, such Credit Party shall cause the applicable bank or other depository or financial institution located in the United States or England and Wales at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, deliver a Control Agreement or other appropriate instrument with respect deliver notices of assignment as required pursuant to such Collateral Account the English Debenture, as the case may be, to perfect the Collateral Agent’s Lien, Lien in favor and for the benefit of Lenders Agent and the other Secured Parties, Parties in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Collateral Agent. The provisions of the previous two (2) sentences shall not apply to (1i) deposit accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of any Credit Party’s employees, (2ii) zero balance accounts, (3iii) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4iv) merchant accounts, (5v) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6vi) accounts which constitute cash collateral in respect of a Permitted Lien and (7vii) any other accountsaccount, the cash balance of which such accounts does not exceed $5,000,000 20,000,000 in the aggregate with respect to all such accounts under this clause (vii) at any time, as reasonably determined in good faith by a Responsible Officer of Parent time (all such accounts in sub-clauses (1) through (7) aboveaccounts, collectively, the “Excluded Accounts”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety forty-five (9045) days (or such longer period as the Collateral Agent may agree in its sole discretion) following (i) after the Tranche A Closing Date to comply with the provisions of this Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as the Collateral Agent may agree in its sole discretion)) and (ii) the Tranche A Closing Date closing date of any Acquisition or other Investment to comply with the provisions of this Section 5.5 with regards regard to Collateral Accounts of the Credit Parties acquired in connection with such Acquisition or other Investment. 5.6.

Operating Accounts. In the case of any Credit Party, contemporaneously with the establishment of not establish any new Collateral Account at or with any bank or other depository or financial institution located in (a) the United Statesunless substantially contemporaneously with such establishment, subject such account is subject to a Control Agreement that is reasonably acceptable to the Collateral Agent, and (b) any jurisdiction other than the United States, comply with the Perfection Requirements required by Requirements of Law in relation to Collateral Accounts in such jurisdiction. For the avoidance of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date), for each Collateral Account that each Credit Party at any time maintains in the United Statesmaintains, such Credit Party shall use commercially reasonable efforts to cause the applicable bank or other depository or financial institution located in the United States at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral Collateral; Agent’s Lien, Lien in favor and for the benefit of Lenders and the other Secured Parties, Parties in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without until the earlier of (i) obtaining the prior written consent of the Collateral AgentAgent or (ii) Payment in Full and the termination of this Agreement. The provisions of the previous two (2) sentences shall not apply to any Accounts (1i) accounts exclusively used for payroll, payroll Taxes and Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. other employee wage and benefit payments to or for the benefit of any Credit Party’s employees, (2ii) zero balance accounts, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5iii) any Collateral Accounts with balances of less than $50,000 individually or $250,000 in the aggregate and (iv) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and (7) any other accounts, the cash balance of which such accounts does not exceed $5,000,000 in the aggregate at any time, as reasonably determined in good faith by a Responsible Officer of Parent thereon (all such accounts in sub-clauses (1) through (7) aboveaccounts, collectively, the “Excluded Accounts”); provided that, in each case, Borrower shall identify to the Collateral Agent all Collateral Accounts which constitute Excluded Accounts in the Perfection Certificate and each Compliance Certificate. Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days (following the closing date of a Permitted Acquisition or such longer period as the Collateral Agent may agree in its sole discretion) following (i) the Tranche A Closing Date other Investment permitted hereunder to comply with the provisions of this Section 5.5 5.6 with regards regard to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as the Collateral Agent may agree in its sole discretion)) and (ii) the Tranche A Closing Date of any Acquisition or other Investment to comply with the provisions of this Section 5.5 with regards to Collateral Accounts accounts of the Credit Parties acquired in connection with such Permitted Acquisition or other Investment.

Operating Accounts. In the case of any Credit Party, contemporaneously with the establishment of any new Collateral Account at or with any bank or other depository or financial institution located in (a) the United States, subject such account to a Control Agreement that is reasonably acceptable to the Collateral Agent, and (b) any jurisdiction other than the United States, comply with the Perfection Requirements required by Requirements of Law in relation to Collateral Accounts in such jurisdictionLender. For the avoidance of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date), for each Collateral Account that each Credit Party at any time maintains in the United Statesmaintains, such Credit Party shall cause the applicable bank or other depository or financial institution located in the United States at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral AgentLender’s Lien, Lien in favor and for the benefit of Lenders Lender and the other Secured Parties, Parties in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Collateral AgentLender. The provisions of the previous two (2) sentences shall not apply to (1) deposit accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of any Credit Party’s employees, (2) zero balance accounts, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and (7) any other accountsaccount, the cash balance of which such accounts does not exceed $5,000,000 10,000,000 in the aggregate at any time, as reasonably determined in good faith by a Responsible Officer of Parent time (all such accounts in sub-clauses (1) through (7) aboveaccounts, collectively, the “Excluded Accounts”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days (or such longer period as the Collateral Agent Lender may agree in its sole discretion) following (i) the Tranche A Closing Date to comply with the provisions of this Section 5.5 with regards regard to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as the Collateral Agent Lender may agree in its sole discretion)) and (ii) the Tranche A Closing Date closing date of any Acquisition or other Investment to comply with the provisions of this Section 5.5 with regards regard to Collateral Accounts of the Credit Parties acquired in connection with such Acquisition or other Investment.

Operating Accounts. In The Issuer shall maintain at the case Issuer’s expense, one or more interest-bearing accounts (collectively, the “Operating Accounts” and individually, each an “Operating Account”) in the name of any Credit Partythe Issuer with banks (collectively, contemporaneously with the establishment “Operating Account Bank” and individually, each an “Operating Account Bank”) selected by the Issuer and reasonably acceptable to Administrative Agent (acting at the written direction of any new Collateral Account at or with any bank or other depository or financial institution located in (a) the United StatesRequisite Holders), subject such account to which have entered into a Control Agreement specifying that is reasonably acceptable to the Collateral Agent, and (b) any jurisdiction other than the United States, such Operating Account Bank shall comply with all instructions it receives from Administrative Agent (acting at the Perfection Requirements required by Requirements of Law in relation to Collateral Accounts in such jurisdiction. For the avoidance of doubt in the case written direction of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date), for each Collateral Account that each Credit Party at any time maintains in the United States, such Credit Party shall cause the applicable bank or other depository or financial institution located in the United States at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, a Control Agreement or other appropriate instrument Requisite Holders) with respect to such Collateral Operating Account without further consent from the Issuer. All Cash Receipts to perfect be received by the Collateral Agent’s LienIssuer or any Note Party shall be deposited in any Operating Account, for the benefit of Lenders and the other Secured Issuer shall direct (and hereby agrees to direct) each payor of any Cash Receipts now and in the future to make payment to any such Operating Account. After the occurrence and during the continuance of an Event of Default, the Issuer hereby irrevocably appoints Administrative Agent as its attorney-in-fact (and such appointment shall be deemed to be coupled with an interest so long as any Notes remain outstanding) to address any Direction Letter or Letter-in-Lieu of division order executed by the Issuer it may hold and deliver or have delivered any such letter to any Person purchasing Hydrocarbons from the Note Party’s Oil and Gas Properties that is not then directing payment for such Hydrocarbons to any Operating Account. Not later than ten (10) Business Days after the Closing Date, the Issuer shall send Direction Letters to all existing purchasers and the Administrative Agent (and within ten (10) Business Days after entering into an agreement with any new purchaser, to such new purchaser) of Hydrocarbons produced from the Oil and Gas Properties of the Note Parties, in such Collateral directing them to forward all amounts payable to the Note Parties directly to any Operating Account in accordance with at the terms hereunder, which Control Agreement may not be terminated without the prior written consent mailing address of the Collateral Agent. The provisions of the previous two (2) sentences shall not apply to (1) accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of any Credit Party’s employees, (2) zero balance accounts, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and (7) any other accounts, the cash balance of which such accounts does not exceed $5,000,000 in the aggregate at any time, as reasonably determined in good faith by a Responsible Officer of Parent (all such accounts in sub-clauses (1) through (7) above, collectively, the “Excluded Accounts”)applicable Operating Account Bank. Notwithstanding the foregoing, each such Control Agreement shall permit the Credit Parties shall have until Issuer and its Note Parties, as applicable, to withdraw from the date that is ninety Operating Accounts any amounts contained therein so long as Administrative Agent (90) days (or such longer period as acting at the Collateral Agent may agree in its sole discretion) following (i) the Tranche A Closing Date to comply with the provisions of this Section 5.5 with regards to Collateral Accounts written direction of the Credit Parties Requisite Holders) has not sent the depository bank party to such Control Agreement a notice indicating that the Administrative Agent has exercised its right to acceleration pursuant to this Agreement following the occurrence and continuance of an Event of Default. Administrative Agent acknowledges and agrees that it does not presently and shall not in existence the future claim, create or attempt to create any lien on the Tranche A Closing Date (or opened during security interest in any Other Owner Cash Receipts and hereby waives, disclaims and relinquishes any such 90-day period (lien or such longer period as the Collateral Agent may agree in its sole discretion)) and (ii) the Tranche A Closing Date of any Acquisition or other Investment to comply with the provisions of this Section 5.5 with regards to Collateral Accounts of the Credit Parties acquired in connection with such Acquisition or other Investmentsecurity interest.

Operating Accounts. In the case of any Credit Party, contemporaneously with the establishment of any new Collateral Account at or with any bank or other depository or financial institution located in (a) Maintain its and its Subsidiaries’, if any, domestic depository, operating accounts and securities accounts with Senior Lender and Senior Lender’s affiliates (and upon payment in full of the United StatesSenior Debt, subject such account to a Control Agreement that is reasonably at financial institutions acceptable to the Collateral Agent, Purchaser who have entered into Control Agreements in favor of Purchaser) with all excess domestic funds maintained at or invested through Senior Lender or an affiliate of Senior Lender (and (b) any jurisdiction other than the United States, comply with the Perfection Requirements required by Requirements of Law upon payment in relation to Collateral Accounts in such jurisdiction. For the avoidance of doubt in the case full of the United KingdomSenior Debt, this shall include the service at financial institutions acceptable to Purchaser who have entered into Control Agreements in favor of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing DatePurchaser), for each Collateral Account that each Credit Party which accounts shall represent at any time maintains least one hundred percent (100%) of the dollar value of Borrower’s and Guarantor’s accounts at all financial institutions in the United States, such Credit Party shall cause the applicable bank or other depository or financial institution located in the United States at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral Agent’s Lien, for the benefit of Lenders and the other Secured Parties, in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent least sixty percent (60%) of the Collateral Agentdollar value of Borrower’s and each Subsidiaries’ accounts at all financial institutions worldwide. The provisions Any domestic Guarantor shall maintain all depository, operating and securities accounts with Senior Lender or an affiliate of Senior Lender (and upon payment in full of the previous two (2) sentences shall not apply Senior Debt, at financial institutions acceptable to (1) accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit Purchaser who have entered into Control Agreements in favor of any Credit Party’s employees, (2) zero balance accounts, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and (7) any other accounts, the cash balance of which such accounts does not exceed $5,000,000 in the aggregate at any time, as reasonably determined in good faith by a Responsible Officer of Parent (all such accounts in sub-clauses (1) through (7) above, collectively, the “Excluded Accounts”Purchaser). Notwithstanding the foregoing, the Credit Parties (A) EMEA shall have until the date that is ninety (90) days (or such longer period as the Collateral Agent may agree in be permitted to maintain its sole discretion) following existing deposit accounts with (i) Standard Chartered Bank (the Tranche A Closing Date to comply with “Standard Accounts”), provided that the provisions aggregate maximum balance of this Section 5.5 with regards to Collateral such Standard Accounts does not exceed Twenty Five Thousand Dollars ($25,000) at any time, and (ii) Commerzbank (the “Commerzbank Accounts”), provided that the aggregate maximum balance of such Commerzbank Accounts does not exceed One Million Dollars ($1,000,000) at any time; and (B) no later than seventy-five (75) days after the Credit Parties in existence on the Tranche A Initial Closing Date (or opened during such 90-day period (or such longer period later date as the Collateral Agent may agree Purchaser shall determine, in its sole but reasonable discretion), all accounts held by any of PEIRL, PEUSA, PEINC, and PELTD maintained at financial institutions other that Senior Lender or Senior Lender’s Affiliates shall be (i) and closed, with all proceeds in such transferred to a Collateral Account at Senior Lender or one of Senior Lender’s Affiliates; or (ii) the Tranche A Closing Date subject to an account control agreement in favor of any Acquisition or other Investment to comply Purchaser and/or Senior Lender in accordance with the provisions of this Section 5.5 with regards Intercreditor Agreement, in form and substance acceptable to Collateral Accounts of the Credit Parties acquired Purchaser, in connection with such Acquisition or other Investment.its reasonable discretion;

Operating Accounts. In the case of any Credit Party, contemporaneously with the establishment of any new Collateral Account after the Tranche A Closing Date at or with any bank or other depository or financial institution located in (a) the United States, subject such account to a Control Agreement that is reasonably acceptable to the Collateral Agent, and (b) any jurisdiction other than the United States, comply with the Perfection Requirements required by Requirements of Law in relation to Collateral Accounts in such jurisdiction. For the avoidance of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date), for each Collateral Account that each Credit Party at any time maintains in the United Statesmaintains, such Credit Party shall cause the applicable bank or other depository or financial institution located in the United States at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral Agent’s Lien, for the benefit of Lenders and the other Secured Parties, in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Collateral Agent. The provisions of the previous two (2) sentences shall not apply to (1) accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of any Credit Party’s employees, (2) zero balance accounts, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien Lien, and (7) any other accountsaccounts designated as an Excluded Account by a Responsible Officer of Borrower in writing delivered to the Collateral Agent, the cash balance of which such accounts does do not exceed $5,000,000 in the aggregate at any time, as reasonably determined in good faith by a Responsible Officer of Parent time (all such accounts in sub-clauses (1) through (7) above, collectively, the “Excluded Accounts”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days (or such longer period as the Collateral Agent may agree in its sole discretion) following (i) the Tranche A Closing Date to comply with the provisions of this Section 5.5 with regards to Collateral Accounts (other than Excluded Accounts) of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as the Collateral Agent may agree in its sole discretion)) and (ii) the Tranche A Closing Date closing date of any Acquisition or other Investment to comply with the provisions of this Section 5.5 with regards to Collateral Accounts (other than Excluded Accounts) of the Credit Parties acquired in connection with such Acquisition or other Investment.

Operating Accounts. In the case of any Credit Party, contemporaneously with the establishment of any new Collateral Account at or with any bank or other depository or financial institution located in (a) the United Statesinstitution, subject such account to a Control Agreement that is reasonably acceptable to the Collateral Agent, and (b) any jurisdiction other than the United States, comply with the Perfection Requirements required by Requirements of Law in relation to Collateral Accounts in such jurisdiction. For the avoidance of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date), for each Collateral Account that each Credit Party at any time maintains in the United Statesmaintains, such Credit Party shall cause the applicable bank or other depository or financial institution located in the United States at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral Agent’s Lien, Lien in favor and for the benefit of Lenders and the other Secured Parties, Parties in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Collateral Agent. The provisions of the previous two (2) sentences shall not apply to (1) deposit accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of any Credit Party’s employees, (2) zero balance accounts, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any U.S. Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and (7) any other accounts, accounts the cash balance balances of which such accounts does do not exceed $5,000,000 150,000 in the aggregate in all such accounts at any time, as reasonably determined in good faith by a Responsible Officer of Parent time (all such accounts in sub-clauses (1) through (7) aboveaccounts, collectively, the “Excluded Accounts”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days (or such longer period as the Collateral Agent may agree in its sole discretion) following (i) the Tranche A Closing Date to comply with the provisions of this Section 5.5 with regards regard to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as the Collateral Agent may agree in its sole discretion)) and (ii) the Tranche A Closing Date closing date of any Acquisition or other Investment to comply with the provisions of this Section 5.5 with regards regard to Collateral Accounts of the Credit Parties acquired in connection with such Acquisition or other Investment.

Operating Accounts. In the case of any Credit Party, contemporaneously with the establishment of any new Collateral Account at or with any bank or other depository or financial institution located in (a) the United StatesStates or England and Wales, subject such account to a Control Agreement that is reasonably acceptable to the Collateral AgentAgent or, and (b) any jurisdiction other than the United States, comply with the Perfection Requirements required by Requirements of Law in relation respect to Collateral Accounts in such jurisdiction. For the avoidance of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained in England and Wales, deliver the applicable Credit Party shall use commercially reasonable efforts notices of assignment required pursuant to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture, in order to perfect the Agent’s Lien in favor and for the benefit of Agent and the other Secured Parties. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date), for For each Collateral Account that each Credit Party at any time maintains in the United Statesmaintains, such Credit Party shall cause the applicable bank or other depository or financial institution located in the United States or England and Wales at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, deliver a Control Agreement or other appropriate instrument with respect deliver notices of assignment as required pursuant to such Collateral Account the English Debenture, as the case may be, to perfect the Collateral Agent’s Lien, Lien in favor and for the benefit of Lenders Agent and the other Secured Parties, Parties in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Collateral Agent. The provisions of the previous two (2) sentences shall not apply to (1i) deposit accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of any Credit Party’s employees, (2ii) zero balance accounts, (3iii) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4iv) merchant accounts, (5v) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6vi) accounts which constitute cash collateral in respect of a Permitted Lien and (7vii) any other accountsaccount, the cash balance of which such accounts does not exceed $5,000,000 20,000,000 in the aggregate with respect to all such accounts under this clause (vii) at any time, as reasonably determined in good faith by a Responsible Officer of Parent time (all such accounts in sub-clauses (1) through (7) aboveaccounts, collectively, the “Excluded Accounts”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety forty-five (9045) days (or such longer period as the Collateral Agent may agree in its sole discretion) following (i) after the Tranche A Closing Date to comply with the provisions of this Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as the Collateral Agent may agree in its sole discretion)) and (ii) the Tranche A Closing Date closing date of any Acquisition or other Investment to comply with the provisions of this Section 5.5 with regards regard to Collateral Accounts of the Credit Parties acquired in connection with such Acquisition or other Investment.

Operating Accounts. In the case of any Credit Party, contemporaneously with the establishment of any new Collateral Account at or with any bank or other depository or financial institution located in (a) the United States, subject such account to a Control Agreement that is reasonably acceptable to the Collateral Agent, and (b) any jurisdiction other than the United States, comply with the Perfection Requirements required by Requirements of Law in relation to Collateral Accounts in such jurisdiction. For the avoidance of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date), for each Collateral Account that each Credit Party at any time maintains in the United Statesmaintains, such Credit Party shall cause the applicable bank or other depository or financial institution located in the United States at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral Agent’s Lien, for the benefit of Lenders and the other Secured Parties, in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Collateral Agent. The provisions of the previous two (2) sentences shall not apply to (1) accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of any Credit Party’s employees, (2) zero balance accounts, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and (7) any other accountsaccounts designated as an Excluded Account by a Responsible Officer of Borrower in writing delivered to the Collateral Agent, the cash balance of which such accounts does not exceed $5,000,000 10,000,000 in the aggregate at any time, as reasonably determined in good faith by a Responsible Officer of Parent time (all such accounts in sub-clauses (1) through (7) above, collectively, the “Excluded Accounts”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days (or such longer period as the Collateral Agent may agree in its sole discretion) following following: (i) the Tranche A Closing Date to comply with the provisions of this Section 5.5 with regards to Collateral Accounts (other than Excluded Accounts) of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period period), including accounts (or such longer period as other than Excluded Accounts) acquired in connection with the Collateral Agent may agree in its sole discretion)) acquisition of the Acquired Business; and (ii) the Tranche A Closing Date closing date of any Acquisition (other than the acquisition of the Acquired Business) or other Investment to comply with the provisions of this Section 5.5 with regards to Collateral Accounts (other than Excluded Accounts) of the Credit Parties acquired in connection with such Acquisition or other Investment.

Operating Accounts. In the case of Provide Agent five (5) Business Days prior written notice before establishing any Credit Party, contemporaneously with the establishment of any new Collateral Account at or with any bank or other depository or financial institution located in (a) the United States, subject such account to a Control Agreement that is reasonably acceptable to the Collateral Agent, and (b) any jurisdiction other than the United StatesSilicon Valley Bank, comply with the Perfection Requirements required by Requirements Xxxxxxx Xxxxx (Bank of Law in relation to Collateral Accounts in such jurisdictionAmerica) and Bank of America Global Capital. For the avoidance of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date)In addition, for each Collateral Account that each Credit Party Borrower at any time maintains in the United Statesmaintains, such Credit Party Borrower shall cause the applicable bank or other depository or financial institution located in the United States at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral Agent’s Lien, for the benefit of Lenders and the other Secured Parties, Lien in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Collateral Agent. The provisions of the previous two (2) sentences sentence shall not apply to (1i) deposit accounts exclusively used for payroll, payroll Taxes taxes and other employee wage and benefit payments to or for the benefit of any Credit PartyBorrower’s employees, (2) zero balance accounts, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law employees and identified to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and (7) any other accounts, the cash balance of which such accounts does not exceed $5,000,000 in the aggregate at any time, Agent by Borrower as reasonably determined in good faith by a Responsible Officer of Parent (all such accounts in sub-clauses (1) through (7) above, collectively, the “Excluded Accounts”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days (or such longer period as the Collateral Agent may agree in its sole discretion) following (i) the Tranche A Closing Date to comply with the provisions of this Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as the Collateral Agent may agree in its sole discretion)) and such; (ii) the Tranche A Closing Date UK Account, provided that the aggregate amount on deposit in all such account(s) shall not at any time exceed Five Hundred Thousand Dollars ($500,000) and the funds on deposit in such account(s) shall be used exclusively for purposes of funding the operations of the UK Subsidiary (or Borrower’s UK operations) in the ordinary course of business, (iii) the Wachovia Account, provided that the aggregate amount on deposit in such account shall not at any Acquisition or other Investment time exceed Two Hundred Thousand Dollars ($200,000) and (iv) joint account #000000304831336 maintained at JPMorgan Chase Bank provided that all monies on deposit therein represent royalties payments remitted pursuant to comply with the provisions terms of this Section 5.5 with regards the PRF Agreements which monies are automatically debited and remitted to PRF (85%) and Celldex (15%, which monies are remitted by Celldex to Cincinnati Children’s Hospital pursuant to the Xxxxxx License Agreement). In furtherance of the foregoing, Borrower may continue to maintain Collateral Accounts with Silicon Valley Bank, Xxxxxxx Xxxxx (Bank of America) and Bank of America Global Capital, provided that Borrower executes and delivers Control Agreements with respect to such Collateral Accounts to perfect Agent’s Lien in such Collateral Accounts within thirty (30) days after the Credit Parties acquired in connection with such Acquisition or other InvestmentFunding Date.

Operating Accounts. In the case of any Credit Party, contemporaneously with the establishment of any new Collateral Account at or with any bank or other depository or financial institution located in (a) the United States, subject such account to a Control Agreement that is reasonably acceptable to the Collateral Agent, and (b) any jurisdiction other than the United States, comply with the Perfection Requirements required by Requirements of Law in relation to Collateral Accounts in such jurisdiction. For the avoidance of doubt in the case of the United Kingdom, this shall include the service of a notice to the bank or other depository or financial institution at which the relevant Collateral Account is maintained and the applicable Credit Party shall use commercially reasonable efforts to procure the prompt delivery to the Collateral Agent of a duly completed acknowledgement in respect of any such in accordance with the English Debenture. Subject to the timing requirements of Section 5.14 (solely with respect to any such Collateral Accounts in existence on the Tranche A Closing Date or established within 90 days following the Tranche A Closing Date), for each Collateral Account that each Credit Party at any time maintains in the United States, such Credit Party shall cause the applicable bank or other depository or financial institution located in the United States at or with which any Collateral Account is maintained to execute and deliver, and such Credit Party shall execute and deliver, to the Collateral Agent, a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect the Collateral Agent’s Lien, for the benefit of Lenders and the other Secured Parties, in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without the prior written consent of the Collateral Agent. The provisions of the previous two (2) sentences shall not apply to (1) accounts exclusively used for payroll, payroll Taxes and other employee wage and benefit payments to or for the benefit of any Credit Party’s employees, (2) zero balance accounts, (3) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary purposes, (4) merchant accounts, (5) accounts used exclusively for compliance with any Requirements of Law to the extent such Requirements of Law prohibit the granting of a Lien thereon, (6) accounts which constitute cash collateral in respect of a Permitted Lien and (7) any other accounts, the cash balance of which such accounts does not exceed $5,000,000 in the aggregate at any time, as reasonably determined in good faith by a Responsible Officer of Parent (all such accounts in sub-clauses (1) through (7) above, collectively, the “Excluded Accounts”). Notwithstanding the foregoing, the Credit Parties shall have until the date that is ninety (90) days (or such longer period as the Collateral Agent may agree in its sole discretion) following (i) the Tranche A Closing Date to comply with the provisions of this Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date (or opened during such 90-day period (or such longer period as the Collateral Agent may agree in its sole discretion)) and (ii) the Tranche A Closing Date closing date of any Acquisition or other Investment to comply with the provisions of this Section 5.5 with regards to Collateral Accounts of the Credit Parties acquired in connection with such Acquisition or other Investment.