Common use of Cash Management Clause in Contracts

Cash Management. (a) The Parent Borrower, the other Borrowers and each Loan Party shall, along with the Administrative Agent and certain financial institutions selected by the Loan Parties, reasonably satisfactory to the Administrative Agent and located in the United States (the “Collection Banks”), enter into within 90 days after the Closing Date (or such longer period as the Administrative Agent may reasonably agree), and thereafter maintain, separate Account Control Agreements with respect to all deposit accounts (other than Exempt Accounts). Each Loan Party shall (x) instruct all Account Debtors of such Loan Party (other than any Governmental Entity) to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable Loan Party and (y) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such account, a “Government Receivables Account”) and (ii) deposit or cause all proceeds deposited in any Government Receivables Account to be deposited promptly, and in any event no later than the first Business Day after its receipt of such proceeds, in a concentration account which is a Controlled Account. All amounts received by any Loan Party and any Collection Bank, in respect of any Account, in addition to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5,000,000 in the aggregate at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case of opening any new deposit account) to the contemporaneous (or such longer period as the Administrative Agent may reasonably agree) execution and delivery to the Administrative Agent of an Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative Agent.

Cash Management. (ai) The Parent BorrowerAll proceeds of assets of the Credit Parties and any other amounts payable to any Credit Party at any time, shall be deposited by such Credit Parties into either (A) a collection account designated as such on Schedule 5(a) to the other Borrowers and each Loan Party shall, along with the Administrative Agent and certain financial institutions selected by the Loan Parties, Perfection Certificate established at a bank reasonably satisfactory to Agent (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrowers and be acceptable to Agent or (B) a collection account established at PNC for the Administrative Agent deposit of such proceeds (all such accounts in clauses (A) and located in the United States (B), the “Collection BanksAccounts”), enter into within 90 days after . Each Credit Party shall deliver to Agent on the Closing Date a Deposit Account Control Agreement, in form and substance satisfactory to Agent in its Permitted Discretion, with respect to each Collection Account which shall be in “springing” form permitting Credit Parties to access and use such Collection Accounts unless and until a “notice of sole control” (such notice, or any similar notice described in any applicable Deposit Account Control Agreement an “Activation Notice”) is issued by Agent to the bank at which such longer period as Collection Account is maintained; provided, that, Agent shall not issue such an Activation Notice except during a Dominion Period and shall revoke such Activation Notice if, subsequent thereto, the Administrative Agent may reasonably agree)Dominion Period shall have ended. Upon issuance of an Activation Notice, and thereafter maintain, separate such Deposit Account Control Agreements shall provide that all available funds in each Collection Account will be transferred, on each Business Day, to Agent, either to any account maintained by Agent at such bank or by wire transfer to appropriate account(s) of Agent, and otherwise be in form and substance (including as to the extent of offset and statutory lien rights) reasonably satisfactory to Agent. All funds deposited in such Collection Accounts during a Dominion Period shall immediately become the property of Agent and be applied to the outstanding Advances. Neither Agent nor any Lender assumes any responsibility for such collection account arrangement, including any claim of accord and satisfaction or release with respect to all deposit accounts (other than Exempt Accounts). Each Loan Party shall (x) instruct all Account Debtors of such Loan Party (other than any Governmental Entity) to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable Loan Party and (y) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such account, a “Government Receivables Account”) and (ii) deposit or cause all proceeds deposited in any Government Receivables Account to be deposited promptly, and in any event no later than the first Business Day after its receipt of such proceeds, in a concentration account which is a Controlled Account. All amounts received deposits accepted by any Loan Party and any bank maintaining a Collection Bank, in respect of any Account, in addition to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5,000,000 in the aggregate at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case of opening any new deposit account) to the contemporaneous (or such longer period as the Administrative Agent may reasonably agree) execution and delivery to the Administrative Agent of an Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative Agent.

Cash Management. (a) The Parent BorrowerCash not required by the Company to pay its daily disbursements or to pay when due the principal of and interest on, the Company’s borrowings from AWCC other Borrowers than Short-Term Loans will be used by AWCC first to reduce the outstanding principal balance of the Company’s Short-Term Loans owing to AWCC and each Loan Party shall, along any excess will be deemed to be invested with the Administrative Agent AWCC and certain financial institutions selected by the Loan Parties, reasonably satisfactory will earn a daily rate of interest that is equal to the Administrative Agent interest income earned by AWCC on those funds. Upon the request of the Company, AWCC shall execute one or more promissory notes in favor of the Company, in form and located substance substantially similar to the promissory note attached as Exhibit A to the Agreement as evidence of such investment. EXHIBIT A PROMISSORY NOTE FOR SHORT-TERM LOANS $__________________ _______________, 20__ FOR VALUE RECEIVED, [NAME OF COMPANY], a _______________ corporation (herein “Borrower”) hereby promises to pay ON DEMAND to the order of American Water Capital Corp., a Delaware corporation (“Lender”), in same day funds at its offices at Voorhees, New Jersey or such other place as Lender may from time to time designate, the United States principal sum of _______________ dollars ($_______________) (the “Collection BanksMaximum Principal Sum”), enter into within 90 days after the Closing Date (or such longer period lesser amount as shall equal the Administrative Agent may reasonably agree), and thereafter maintain, separate Account Control Agreements with respect aggregate unpaid principal amount of the loans made by Lender to all deposit accounts Borrower (other than Exempt Accountsloans evidenced by a promissory note under which the principal amount is due and payable in one or more scheduled installments more than one year after the date of its issue), together with interest thereon from the date hereof until paid in full. Each Loan Party Interest will be charged on the unpaid outstanding principal balance of this Promissory Note at a rate per annum equal to Lender’s actual cost of funds to make such loan, such rate to change as Lender’s actual cost of funds changes. Interest on borrowings shall (x) instruct all Account Debtors be due and payable on the first business day of such Loan Party (other than any Governmental Entity) to remit all payments to each month, commencing with the applicable “P.O. Boxes” or “Lockbox Addresses” first business day of the applicable Collection Bank (or to remit such payments to month after the applicable Collection Bank month in which this Promissory Note is executed. In the absence of manifest error, the records maintained by electronic settlement) with respect to all Accounts Lender of such Account Debtor which remittances the amount and term, if any, of borrowings hereunder shall be collected by the applicable Collection Bank deemed conclusive. Borrower may borrow, repay and deposited reborrow hereunder in the applicable Controlled Account of the applicable Loan Party and (y) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such accountamounts which do not, a “Government Receivables Account”) and (ii) deposit or cause all proceeds deposited in any Government Receivables Account to be deposited promptly, and in any event no later than the first Business Day after its receipt of such proceeds, in a concentration account which is a Controlled Account. All amounts received by any Loan Party and any Collection Bank, in respect of any Account, in addition to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5,000,000 in the aggregate outstanding at any time), shall promptly upon receipt be deposited or swept into a Controlled Accountexceed the Maximum Principal Sum. The Loan Parties may close deposit accounts at occurrence of one or more of any Collection Bank and/or open new deposit accounts, subject (in of the case following shall constitute an event of opening any new deposit account) to the contemporaneous (or such longer period as the Administrative Agent may reasonably agree) execution and delivery to the Administrative Agent of an Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative Agent.default hereunder:

Cash Management. (ai) The Parent BorrowerAll proceeds of assets of the Credit Parties and any other amounts payable to any Credit Party at any time, shall be deposited by such Credit Parties into either (A) a collection account designated as such on Schedule 5(a) to the other Borrowers and each Loan Party shall, along with the Administrative Agent and certain financial institutions selected by the Loan Parties, Perfection Certificate established at a bank reasonably satisfactory to Agent (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrowers and be acceptable to Agent or (B) a collection account established at PNC for the Administrative Agent deposit of such proceeds (all such accounts in clauses (A) and located in the United States (B), the “Collection BanksAccounts”), enter into within 90 days after . Each Credit Party shall deliver to Agent on the Closing Date a Deposit Account Control Agreement, in form and substance satisfactory to Agent in its Permitted Discretion, with respect to each Collection Account which shall be in “springing” form permitting Credit Parties to access and use such Collection Accounts unless and until a “notice of sole control” (such notice, or any similar notice described in any applicable Deposit Account Control Agreement an “Activation Notice”) is issued by Agent to the bank at which such longer period as Collection Account is maintained; provided, that, Agent shall not issue such an Activation Notice except upon the Administrative Agent may reasonably agree)occurrence and during the continuance of an Event of Default and shall revoke such Activation Notice if, and thereafter maintainsubsequent thereto, separate such Event of Default that was the basis of such Activation Notice shall have been waived in writing in accordance with the terms of this Agreement. Upon issuance of an Activation Notice, such Deposit Account Control Agreements shall provide that all available funds in each Collection Account will be transferred, on each Business Day, to Agent, either to any account maintained by Agent at such bank or by wire transfer to appropriate account(s) of Agent, and otherwise be in form and substance (including as to the extent of offset and statutory lien rights) reasonably satisfactory to Agent. All funds deposited in such Collection Accounts during the continuance of an Event of Default shall immediately become the property of Agent and be applied to the outstanding Advances. Neither Agent nor any Lender assumes any responsibility for such collection account arrangement, including any claim of accord and satisfaction or release with respect to all deposit accounts (other than Exempt Accounts). Each Loan Party shall (x) instruct all Account Debtors of such Loan Party (other than any Governmental Entity) to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable Loan Party and (y) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such account, a “Government Receivables Account”) and (ii) deposit or cause all proceeds deposited in any Government Receivables Account to be deposited promptly, and in any event no later than the first Business Day after its receipt of such proceeds, in a concentration account which is a Controlled Account. All amounts received deposits accepted by any Loan Party and any bank maintaining a Collection Bank, in respect of any Account, in addition to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5,000,000 in the aggregate at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case of opening any new deposit account) to the contemporaneous (or such longer period as the Administrative Agent may reasonably agree) execution and delivery to the Administrative Agent of an Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative Agent.

Cash Management. (ai) The Parent Borrower, All proceeds of assets of the other Borrowers and each Loan Party shallany other amounts payable to any Borrower at any time, along with shall be deposited by such Borrowers into either (A) during the Administrative Agent and certain financial institutions selected by period prior to the Loan Partiesninetieth (90th) day after the Closing Date, a collection account designated as such on Schedule 5.31 established at a bank reasonably satisfactory to Agent (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrowers and be acceptable to Agent or (B) a collection account established at PNC for the Administrative Agent deposit of such proceeds (all such accounts in clauses (A) and located in the United States (B), the “Collection BanksAccounts”). Each Borrower shall deliver to Agent a Deposit Account Control Agreement, enter into within 90 days in form and substance satisfactory to Agent in its Permitted Discretion, with respect to each Collection Account which shall be in “springing” form permitting Borrowers to access and use such Collection Accounts unless and until a “notice of sole control” (such notice, or any similar notice described in any applicable control agreement an “Activation Notice”) is issued by Agent to the bank at which such Collection Account is maintained; provided, that, Agent shall not issue such an Activation Notice except after the Closing Date (or occurrence and during the continuance of a Dominion Event and shall revoke such longer period as Activation Notice if, subsequent thereto, the Administrative Agent may reasonably agree)Dominion Period commenced by such Dominion Event shall have ended. Upon issuance of an Activation Notice, and thereafter maintain, separate such Deposit Account Control Agreements shall provide that all available funds in each Collection Account will be transferred, on each Business Day, to Agent, either to any account maintained by Agent at such bank or by wire transfer to appropriate account(s) of Agent, and otherwise be in form and substance (including as to the extent of offset and statutory lien rights) reasonably satisfactory to Agent. All funds deposited in such Collection Accounts during the effectiveness of a Dominion Period shall immediately become the property of Agent and be applied to the outstanding Advances. Neither Agent nor any Lender assumes any responsibility for such collection account arrangement, including any claim of accord and satisfaction or release with respect to all deposit accounts (other than Exempt Accounts). Each Loan Party shall (x) instruct all Account Debtors of such Loan Party (other than any Governmental Entity) to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable Loan Party and (y) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such account, a “Government Receivables Account”) and (ii) deposit or cause all proceeds deposited in any Government Receivables Account to be deposited promptly, and in any event no later than the first Business Day after its receipt of such proceeds, in a concentration account which is a Controlled Account. All amounts received deposits accepted by any Loan Party and any bank maintaining a Collection Bank, in respect of any Account, in addition to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5,000,000 in the aggregate at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case of opening any new deposit account) to the contemporaneous (or such longer period as the Administrative Agent may reasonably agree) execution and delivery to the Administrative Agent of an Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative Agent.

Cash Management. (a) The Parent Borrower, the With respect to each US Loan Party’s DDAs (other Borrowers and each Loan Party shall, along with the Administrative Agent and certain financial institutions selected by the Loan Parties, reasonably satisfactory to the Administrative Agent and located in the United States (the “Collection Banks”than Excluded Accounts), enter into within 90 120 days after the Closing Date (or such longer period later date as the Administrative Agent may reasonably agreeagree in its reasonable discretion) of the Closing Date or, if opened following the Closing Date, within the later of (x) 120 days of the Closing Date or (y) 30 days of the opening of such DDA (or such later date as the Administrative Agent may agree in its reasonable discretion) or, if acquired or assumed through a Permitted Acquisition after the Closing Date, within 120 days (or such later date as the Administrative Agent may agree in its reasonable discretion), and thereafter maintainof the date any Person that owns such DDA becomes a US Loan Party hereunder, separate Account Control Agreements with respect to all deposit accounts (other than Exempt Accounts). Each i) each US Loan Party shall (x) instruct all Account Debtors of such Loan Party (other than any Governmental Entity) to remit ensure that all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable Loan Party and (y) (i) instruct each received from any Account Debtor with respect to Governmental Entity Accounts shall be deposited into DDAs, or into Excluded Accounts, (ii) each US Loan Party shall instruct (a “US DDA Instruction”) each bank or other depository institution that maintains a DDA (other than an Excluded Account) to remit cause all payments from amounts on deposit and available at the close of each Business Day in such Account Debtor DDA (net of any required minimum balance) to be swept to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement maintained by any US Loan Party (each such accounteach, a “Government Receivables US Concentration Account”) and (iiiii) deposit each US Loan Party shall obtain from each bank or cause all proceeds deposited in any Government Receivables other depository institution that maintains a US Concentration Account to be deposited promptlya Deposit Account Control Agreement that provides for such bank or other depository institution, and in any event no later than the first Business Day after following its receipt of such proceeds, in a concentration account which is a Controlled Account. All amounts received by any Loan Party and any Collection Bank, in respect of any Account, in addition to all other cash received from any other source Cash Dominion Notice (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5,000,000 in the aggregate at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case of opening any new deposit account) to the contemporaneous (or such longer period as it being understood that the Administrative Agent may shall reasonably agreepromptly deliver a copy of such Cash Dominion Notice to the Lead Borrower), to transfer to the US Dominion Account, on a daily basis, all balances in such US Concentration Account for application, subject to clause (c) execution and delivery below, to the Loan Document Obligations then outstanding in accordance with Section 7.03 (the “US Sweep”); provided, that, following the termination of the Cash Dominion Period, the Administrative Agent of an Account Control Agreement consistent with shall promptly instruct such bank or other depository institution to terminate the US Sweep. From and after the dates required as set forth above, the US Borrowers shall ensure that the foregoing provisions of this Section 2.19 clauses (a)(i), (a)(ii) and otherwise reasonably satisfactory to the Administrative Agent(a)(iii) are satisfied in all material respects at all times.

Cash Management. Each Loan Party hereby represents and warrants that all Deposit Accounts (aother than Excluded Accounts) The Parent Borrower, the and all other Borrowers depositary and other accounts maintained by each Loan Party shall(other than Excluded Accounts) as of the Closing Date are described in Section 34 of the Information Certificate, along with which description includes for each such account the Administrative Agent and certain financial institutions selected by name of the Loan PartiesParty maintaining such account, reasonably the name of the financial institution at which such account is maintained, the account number, and the purpose of such account. After the Closing Date, within forty-five (45) days after the establishment of a Deposit Account (other than an Excluded Account) (or such later date as the Lender may agree in writing in its sole discretion), the applicable Loan Party shall cause such Deposit Account to be subject to a control agreement by and among the applicable Loan Party, the Lender and the depositary institution, in form and substance satisfactory to the Administrative Agent and located Lender in the United States (the “Collection Banks”)its Permitted Discretion; provided, enter into within 90 days after the Closing Date (or such longer period as the Administrative Agent may reasonably agree)that, and thereafter maintain, separate any existing Deposit Account Control Agreements with respect to all deposit accounts (other than Exempt Excluded Accounts)) shall not be closed prior to the establishment of a control agreement on such new Deposit Account . Each Loan Party will, at its expense, establish (and revise from time to time as Lender may require in its Permitted Discretion) procedures acceptable to Lender, in Lender’s Permitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party’s Accounts and other Collateral (“Collections”), which shall (x) instruct include depositing all Account Debtors Collections received by such Loan Party into one or more bank accounts maintained in the name of such Loan Party (other than any Governmental Entity) but as to remit all payments to which upon the applicable “P.O. Boxes” or “Lockbox Addresses” occurrence and during the continuance of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable Loan Party and (ya Springing DACA Event, Lender will have exclusive access) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such accounteach, a “Government Receivables Springing DACA Account”) ), under an arrangement acceptable to Lender in its Permitted Discretion with a depository bank satisfactory to Lender in its Permitted Discretion, pursuant to which all funds deposited into each Springing DACA Account are, upon the occurrence and (ii) deposit or cause all proceeds deposited in any Government Receivables Account during the continuance of a Springing DACA Event, to be deposited promptlytransferred to Lender in such manner, and with such frequency, as Lender shall specify. Each Borrower agrees to execute, and to cause its depository banks and other account holders to execute, such springing deposit account control agreements and other documentation as Lender shall require in its Permitted Discretion from time to time in connection with the foregoing, all in form and substance satisfactory to Lender in its Permitted Discretion, and in any event no later than such arrangements and documents must be in place on the first Business Day after its receipt of such proceedsClosing Date with respect to accounts in existence on the Closing Date, in each case excluding Excluded Accounts. Prior to the Closing Date, Borrower shall deliver to Lender a concentration account complete and executed Authorized Accounts form regarding Borrower’s operating account(s) into which is a Controlled Account. All amounts received by any Loan Party and any Collection Bank, in respect the proceeds of any Account, in addition Loans are to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5,000,000 be paid in the aggregate at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case form of opening any new deposit account) to the contemporaneous (or such longer period as the Administrative Agent may reasonably agree) execution and delivery to the Administrative Agent of an Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative AgentExhibit D annexed hereto.

Cash Management. (a) The Parent Borrower, the other Borrowers and each Loan Party shall, along with the Administrative Agent and certain financial institutions selected by the Loan Parties, reasonably satisfactory to the Administrative Agent and located in the United States (the “Collection Banks”), enter into within 90 days after the Closing Date (or such longer period as the Administrative Agent may reasonably agree), and thereafter maintain, separate Account Control Agreements with respect to all deposit accounts (other than Exempt Accounts). Each Loan Party shall (x) instruct all Account Debtors of such Loan Party (other than any Governmental Entity) to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable Loan Party and (y) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such account, a “Government Receivables Account”) and (ii) deposit or cause all proceeds deposited in any Government Receivables Account to be deposited promptly, and in any event no later than the first Business Day after its receipt of such proceeds, in a concentration account which is a Controlled Account. All amounts received by any Loan Party and any Collection Bank, in respect of any Account, in addition to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5,000,000 in the aggregate at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case of opening any new deposit account) to the contemporaneous (or such longer period as the Administrative Agent may reasonably agree) execution and delivery to the Administrative Agent of an Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative Agent.. (b) So long as no Dominion Period then exists in respect of which the Administrative Agent has delivered notice thereof as contemplated by the definition thereof, the Loan Parties shall be permitted to withdraw cash and Cash Equivalents from Controlled Accounts to be used for working capital and general corporate purposes. If a Dominion Period exists and the Administrative Agent has delivered notice thereof as contemplated by the definition thereof, all collected amounts held in the Controlled Accounts shall be applied as provided in Section 2.19(c). -97

Cash Management. (ai) The Parent BorrowerAll proceeds of assets of the Credit Parties and any other amounts payable to any Credit Party at any time, shall be deposited by such Credit Parties into either (A) a collection account designated as such on Schedule 5(a) to the other Borrowers and each Loan Party shall, along with the Administrative Agent and certain financial institutions selected by the Loan Parties, Perfection Certificate established at a bank reasonably satisfactory to Agent (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrowers and be acceptable to Agent or (B) a collection account established at PNC for the Administrative Agent deposit of such proceeds (all such accounts in clauses (A) and located in the United States (B), the “Collection BanksAccounts”), enter into within 90 days after . Each Credit Party shall deliver to Agent on the Closing Date a Deposit Account Control Agreement, in form and substance satisfactory to Agent in its Permitted Discretion, with respect to each Collection Account which shall be in “springing” form permitting Credit Parties to access and use such Collection Accounts unless and until a “notice of sole control” (such notice, or any similar notice described in any applicable Deposit Account Control Agreement an “Activation Notice”) is issued by Agent to the bank at which such longer period as Collection Account is maintained; provided, that, Agent shall not issue such an Activation Notice except during a Dominion Period and shall revoke such Activation Notice if, subsequent thereto, the Administrative Agent may reasonably agree)Dominion Period shall have ended. Upon issuance of an Activation Notice, and thereafter maintain, separate such Deposit Account Control Agreements shall provide that all available funds in each Collection Account will be transferred, on each Business Day, to Agent, either to any account maintained by Agent at such bank or by wire transfer to appropriate account(s) of Agent, and otherwise be in form and substance (including as to the extent of offset and statutory lien rights) reasonably satisfactory to Agent. All funds deposited in such Collection Accounts during a Dominion Period shall immediately become the property of Agent and be applied to the outstanding Advances. Neither Agent nor any Lender assumes any responsibility for such collection account arrangement, including any claim of accord and satisfaction or release with respect to all deposit accounts (other than Exempt Accounts). Each Loan Party shall (x) instruct all Account Debtors of such Loan Party (other than any Governmental Entity) to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable Loan Party and (y) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such account, a “Government Receivables Account”) and (ii) deposit or cause all proceeds deposited in any Government Receivables Account to be deposited promptly, and in any event no later than the first Business Day after its receipt of such proceeds, in a concentration account which is a Controlled Account. All amounts received deposits accepted by any Loan Party and any bank maintaining a Collection Bank, in respect of any Account, in addition to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5,000,000 in the aggregate at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case of opening any new deposit account) to the contemporaneous (or such longer period as the Administrative Agent may reasonably agree) execution and delivery to the Administrative Agent of an Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative Agent.

Cash Management. (a) The Parent BorrowerOn or prior to the Effective Date, the Borrowers established Lockboxes and Blocked Accounts, each of which is listed on Schedule 6.01-BB. Each of the Loan Parties shall have irrevocably directed all account debtors of the Loan Parties (other than the United States Government under certain Government Contracts in connection with which the United States Government is prohibited from so doing by any Requirement of Law), to remit all payments in respect of the Receivables or other Collateral directly to a Lockbox or a Blocked Account; provided, however, that to the extent that the account debtors of the Loan Parties remit such monies, checks, notes, drafts or funds directly to such Loan Parties, the Borrowers hereby agree, and agree to cause the other Loan Parties, to deposit all such collections Receivables into a Blocked Account promptly upon such Loan Parties’ receipt thereof. Payments received at each Loan Party shall, along with Lockbox shall automatically be deposited into a Blocked Account or be deposited into a Blocked Account by a representative of the Blocked Account Bank at which the applicable Blocked Account has been established. Only the Administrative Agent and certain financial institutions selected the applicable Blocked Account Bank, if any, shall have power of withdrawal from each Lockbox and the related Blocked Account and the Borrowers acknowledge that neither they nor the other Loan Parties shall have any right to give any instruction to the Blocked Account Bank in respect of any such Lockbox or Blocked Account. Each of the Borrowers agrees to cause all collections of Receivables, all proceeds of Collateral and all Net Cash Proceeds now or hereafter received directly or indirectly by such Loan Party or in the possession of the Loan Parties to be held in trust for the Administrative Agent for the benefit of the Lenders and, promptly upon receipt thereof, to be deposited into a Blocked Account. All funds in the Blocked Accounts shall be automatically transferred into the Concentration Account pursuant to the Blocked Account Agreements. (b) At any time after an Event of Default has occurred and is continuing, the Administrative Agent may, or at the request of the Requisite Lenders, shall, deliver a written notice (a “Blockage Notice”) to the Company to the effect that the Administrative Agent shall cease to transfer to the Disbursement Account any funds on deposit in the Concentration Account and shall cease to honor any and all requests from the Loan Parties to make any withdrawals therefrom or to take any other action with respect thereto. So long as any Blockage Notice is in effect pursuant to this clause (b), the Administrative Agent shall apply any and all amounts received from the Blocked Account Banks or held in the Concentration Account to the repayment of the Obligations, such amounts to be applied in accordance with the provisions of Section 3.2(b)(ii). Notwithstanding the foregoing, so long as any Event of Default has occurred and is continuing and the Administrative Agent has delivered a Blockage Notice pursuant to this clause (b), funds held in the Concentration Account may be transferred by the Administrative Agent to the Disbursement Account (and, subject to the terms hereof, used by the Loan Parties) at the request of the Company only if such transfer is consented to in writing by the Requisite Lenders and, reasonably satisfactory following the acceleration of any of the Obligations pursuant to Section 11.2(a), no such withdrawal or transfer may be made without the prior written consent of each Lender. The Administrative Agent shall revoke any Blockage Notice at the direction of the Requisite Lenders, prior to the Administrative Agent and located acceleration of any of the Obligations pursuant to Section 11.2(a) or in the United States (the “Collection Banks”connection with a rescission of acceleration pursuant to Section 11.2(c), enter into within 90 days or by all the Lenders, at any other time after the Closing Date (or any such longer period as the Administrative Agent may reasonably agree), and thereafter maintain, separate Account Control Agreements with respect acceleration that has not been rescinded pursuant to all deposit accounts (other than Exempt AccountsSection 11.2(c). Each Loan Party shall (x) instruct all Account Debtors of such Loan Party (other than any Governmental Entity) to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable Loan Party and (y) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such account, a “Government Receivables Account”) and (ii) deposit or cause all proceeds deposited in any Government Receivables Account to be deposited promptly, and in any event no later than the first Business Day after its receipt of such proceeds, in a concentration account which is a Controlled Account. All amounts received by any Loan Party and any Collection Bank, in respect of any Account, in addition to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5,000,000 in the aggregate at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case of opening any new deposit account) to the contemporaneous (or such longer period as the Administrative Agent may reasonably agree) execution and delivery to the Administrative Agent of an Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative Agent.3.6

Cash Management. (a) The Parent Borrower, the other Borrowers and each Loan Party shall, along with the Administrative Agent and certain financial institutions selected by the Loan Parties, reasonably satisfactory to the Administrative Agent and located in the United States (the “Collection Banks”), enter into within 90 Within 60 days after following the Closing Date (or such longer period later date as the Administrative Agent may reasonably agreeagree to in writing in its sole discretion), each US Borrower shall, and thereafter maintain, separate Account Control Agreements with respect to all deposit accounts (shall cause each other than Exempt Accounts). Each US Loan Party shall to, (xA) instruct all Account Debtors establish and maintain cash management services of such a type and on terms reasonably satisfactory to Agent; provided, that US Loan Party (other than any Governmental Entity) to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances Parties shall be collected by the applicable Collection Bank required to maintain their primary depository and deposited in the applicable Controlled Account of the applicable Loan Party treasury management relationships with one or more Lenders or Affiliates thereof, and (y) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such account, a “Government Receivables Account”) and (iiB) deposit or cause all proceeds deposited in any Government Receivables Account to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections and proceeds of Collateral to a Collection Account of a US Loan Party subject to a Control Agreement in favor of Agent. In addition, within 60 days following the Closing Date (or such later date as Agent may agree to in writing in its receipt sole discretion), each US Borrower shall, and shall cause each other US Loan Party to, take reasonable steps to ensure that all account debtors of US Loan Parties forward payment on Accounts and other Collateral to a Collection Account (or a lockbox at the bank of which the Collection Account is maintained) of a US Loan Party (except as otherwise required under the ARS Facility Documents). Each Control Agreement shall provide, among other things, that (A) the applicable depository bank will comply with any instructions originated by Agent directing the disposition of the funds in such Collection Account without further consent by the applicable Loan Party, (B) the applicable depository bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Collection Account other than for payment of its service fees and other charges directly related to the administration of such proceedsCollection Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the applicable depository bank will forward by daily sweep all amounts in a concentration account which is a Controlled the applicable Collection Account to the Agent’s US Account. All amounts received by any Agent agrees not to issue an Activation Instruction with respect to the Collection Accounts unless a Cash Dominion Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction at such time as there has been no Cash Dominion Triggering Event for at least 45 consecutive days. In addition to Collection Accounts, each other Deposit Account of a US Loan Party and any Collection Bank, in respect of any Account, in addition to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not an Excluded Deposit Account) shall be subject to exceed $5,000,000 in the aggregate at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case of opening any new deposit account) to the contemporaneous (or such longer period as the Administrative Agent may reasonably agree) execution and delivery to the Administrative Agent of an Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative AgentAgreement.

Cash Management. (a) The Parent BorrowerCash Sweep Period. Until the Agent or the Co-Agent notifies the Borrowers to the contrary, each Borrower shall make collection of all Accounts and other Collateral for the Agent, shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Borrower at a Clearing Bank acceptable to the Agent, subject to a Blocked Account Agreement. On or prior to the date hereof, the other Borrowers and each Loan Party shall, along with shall establish a lock-box service for collections of Accounts at a Clearing Bank acceptable to the Administrative Agent and certain financial institutions selected by the Loan Parties, reasonably satisfactory Co-Agent and subject to a Blocked Account Agreement and other documentation acceptable to the Administrative Agent and located in the United States (the “Collection Banks”), enter into within 90 days after the Closing Date (or such longer period as the Administrative Agent may reasonably agree), and thereafter maintain, separate Account Control Agreements with respect to all deposit accounts (other than Exempt Accounts)Co-Agent. Each Loan Party Borrower shall (x) instruct all Account Debtors of such Loan Party (other than any Governmental Entity) to remit make all payments directly to the applicable “P.O. Boxes” or “Lockbox Addresses” address established for such service. If, notwithstanding such instructions, any Borrower receives any proceeds of Accounts, it shall receive such payments as the applicable Collection Bank (or to remit Agent's trustee, and shall immediately deliver such payments to the Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Agent may direct. All amounts that shall be deposited into such Payment Account shall be under the control of the Agent and the Agent shall be authorized to provide instructions to the applicable Collection Clearing Bank by electronic settlement) with respect thereto. Notwithstanding the foregoing, except during a Cash Sweep Period, the Borrowers shall have the right to all Accounts withdraw funds from, and otherwise exercise authority with respect to, such Payment Account. During a Cash Sweep Period, except as otherwise specifically provided herein, amounts deposited in such Payment Account shall immediately be under the exclusive dominion and control of such Account Debtor which remittances shall be collected by the Agent, on behalf of itself and the Lenders, pursuant to the terms of the applicable Collection Bank and deposited Blocked Account Agreement and, as provided in the applicable Controlled Blocked Account Agreement, (x) all amounts deposited in such Payment Account shall be immediately be forwarded by daily sweep to a deposit account of the applicable Loan Party Agent as so specified by Agent and (y) (i) instruct each Account Debtor the Borrowers shall have no right to withdraw such amounts or otherwise exercise authority with respect to Governmental Entity Accounts such Payment Account without the consent of the Required Lenders. From and after the termination of any Cash Sweep Period, the Agent shall so notify the applicable Clearing Bank and the Borrowers shall have the right to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such account, a “Government Receivables Account”) and (ii) deposit or cause all proceeds deposited in any Government Receivables Account to be deposited promptlywithdraw funds from, and in any event no later than exercise authority with respect to, the first Business Day after its receipt of such proceeds, in a concentration account which is a Controlled applicable Payment Account. All amounts received by any Loan Party and any Collection Bank, in respect of any Account, in addition to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5,000,000 in the aggregate at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case of opening any new deposit account) to the contemporaneous (or such longer period as the Administrative Agent may reasonably agree) execution and delivery to the Administrative Agent of an Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative Agent.

Cash Management. (a) The Parent Borrower, Notwithstanding anything to the other Borrowers and each Loan Party shall, along with the Administrative Agent and certain financial institutions selected by contrary in the Loan PartiesDocuments, reasonably satisfactory including but not limited to the Administrative Agent that certain Side Letter dated as of August 15, 2012, by and located among Lender, Borrower and Guarantor, in the United States event the Property does not maintain a DCR (as defined below) of at least 1.0 as of August 31, 2020, Borrower and Lender shall enter into a Clearing Account Agreement and a Cash Management Agreement, each in form and substance acceptable to Lender, no later than September 30, 2020, pursuant to which Borrower shall cause all Rents to be remitted directly to an account (the “Collection BanksClearing Account”) established with a bank acceptable to Lender in its sole discretion (the “Deposit Bank”), enter into within 90 days after provided that, as of the Closing Date date of this Agreement, U.S. Bank National Association is an acceptable Deposit Bank; and the failure to satisfy such requirements by September 30, 2020 shall be an Event of Default under the Loan Documents, provided that, in the event that such requirements cannot be satisfied with reasonable due diligence by September 30, 2020, such failure shall not constitute an Event of Termination under this Agreement so long as Borrower diligently works to remedy the same for such additional period of time, if any, as reasonably determined by Lender. The Deposit Bank shall also be a party to the Clearing Account Agreement and, subject to the terms of this Section, Lender shall have sole dominion and control over, and a perfected security interest in, the Clearing Account. At Lender’s option and direction, all funds in the Clearing Account shall be transferred to an account designated by Lender (the “Cash Management Account”), at an institution designated by Lender (the “Cash Management Depository”), or such longer period at Lender’s option and direction, Lender may designate the Deposit Bank as the Administrative Agent Cash Management Depository and may reasonably agree)also designate the Clearing Account as the Cash Management Account. Lender shall apply the funds in the Cash Management Account, and thereafter maintain, separate Account Control Agreements with respect to all deposit accounts (other than Exempt Accounts). Each Loan Party shall (x) instruct all Account Debtors of such Loan Party (other than any Governmental Entity) to remit all payments to on the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable Loan Party and (y) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such accountdue date thereof, a “Government Receivables Account”) and (ii) deposit or cause all proceeds deposited in any Government Receivables Account to be deposited promptly, and in any event no later than the first Business Day after its receipt of such proceeds, in a concentration account which is a Controlled Account. All amounts received by any Loan Party and any Collection Bank, in respect of any Account, in addition to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5,000,000 in the aggregate at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case of opening any new deposit account) to the contemporaneous (or such longer period as the Administrative Agent may reasonably agree) execution and delivery to the Administrative Agent of an Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative Agent.follows:

Cash Management. (a) The Parent BorrowerOn or prior to the Merger Funding Date, --------------- the Company and ITC established Lockboxes and Blocked Accounts, each of which is listed on Schedule 6.01-BB under "Company Accounts" and attached hereto and made ---------------- a part hereof. On the Merger Funding Date, OHM and the OHM Subsidiary Borrowers shall have established the Lockboxes and Blocked Accounts identified on Schedule -------- 6.01-BB as "OHM Accounts". Each of the Loan Parties shall have irrevocably ------- directed all account debtors of the Loan Parties (other than the United States Government under certain Government Contracts in connection with which the United States Government is prohibited from so doing by any Requirement of Law), to remit all payments in respect of the Receivables or other Collateral directly to a Lockbox or a Blocked Account; provided, however, that to the extent that -------- ------- the account debtors of the Loan Parties remit such monies, checks, notes, drafts or funds directly to such Loan Parties, the Borrowers hereby agree, and agree to cause the other Borrowers and Loan Parties, to deposit all such collections Receivables into a Blocked Account promptly upon the Loan Parties' receipt thereof. Payments received at each Loan Party shall, along with Lockbox shall automatically be deposited into a Blocked Account or be deposited into a Blocked Account by a representative of the Blocked Account Bank at which the applicable Blocked Account has been established. Only the Administrative Agent and certain financial institutions selected by the applicable Blocked Account Bank, if any, shall have power of withdrawal from each Lockbox and the related Blocked Account and the Borrowers acknowledge that neither they nor the other Loan Parties, reasonably satisfactory Parties shall have any right to give any instruction to the Administrative Agent Blocked Account Bank in respect of any such Lockbox or Blocked Account. Each of the Borrowers agrees to cause all collections of Receivables, all proceeds of Collateral and located all Net Cash Proceeds now or hereafter received directly or indirectly by such Loan Party or in the United States (the “Collection Banks”), enter into within 90 days after the Closing Date (or such longer period as the Administrative Agent may reasonably agree), and thereafter maintain, separate Account Control Agreements with respect to all deposit accounts (other than Exempt Accounts). Each Loan Party shall (x) instruct all Account Debtors possession of such Loan Party (other than any Governmental Entity) to remit all payments to be held in trust for the applicable “P.O. Boxes” or “Lockbox Addresses” Administrative Agent for the benefit of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable Loan Party and (y) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such accountLenders and, a “Government Receivables Account”) and (ii) deposit or cause all proceeds deposited in any Government Receivables Account promptly upon receipt thereof, to be deposited promptly, and in any event no later than the first Business Day after its receipt of such proceeds, in into a concentration account which is a Controlled Blocked Account. All amounts received by any Loan Party and any Collection Bank, in respect of any Account, in addition to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5,000,000 funds in the aggregate at any time), Blocked Accounts shall promptly upon receipt be deposited or swept automatically transferred into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case of opening any new deposit account) Concentration Account pursuant to the contemporaneous (or such longer period as the Administrative Agent may reasonably agree) execution and delivery to the Administrative Agent of an Blocked Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative AgentAgreements.

Cash Management. (ai) The Parent BorrowerAll proceeds of assets of the Credit Parties and any other amounts payable to any Credit Party at any time, the other Borrowers and each Loan Party shall, along with subject to Section 2.17, be deposited by such Credit Parties into either (A) a collection account designated as such on Schedule 5(a) to the Administrative Agent and certain financial institutions selected by the Loan Parties, Perfection Certificate established at a bank reasonably satisfactory to Agent (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrowers and be acceptable to Agent or (B) a collection account established at PNC for the Administrative Agent deposit of such proceeds (all such accounts in clauses (A) and located in the United States (B), the “Collection BanksAccounts”), enter into within 90 days after . Each Credit Party shall deliver to Agent on the Closing Date a Deposit Account Control Agreement, in form and substance satisfactory to Agent in its Permitted Discretion, with respect to each Collection Account which shall be in “springing” form permitting Credit Parties to access and use such Collection Accounts unless and until a “notice of sole control” (such notice, or any similar notice described in any applicable Deposit Account Control Agreement an “Activation Notice”) is issued by Agent to the bank at which such longer period as Collection Account is maintained; provided, that, Agent shall not issue such an Activation Notice except during a Dominion Period and shall revoke such Activation Notice if, subsequent thereto, the Administrative Agent may reasonably agree)Dominion Period shall have ended. Upon issuance of an Activation Notice, and thereafter maintain, separate such Deposit Account Control Agreements shall provide that all available funds in each Collection Account will be transferred, on each Business Day, to Agent, either to any account maintained by Agent at such bank or by wire transfer to appropriate account(s) of Agent, and otherwise be in form and substance (including as to the extent of offset and statutory lien rights) reasonably satisfactory to Agent. All funds deposited in such Collection Accounts during a Dominion Period shall immediately become the property of Agent and be applied to the outstanding Advances. Neither Agent nor any Lender assumes any responsibility for such collection account arrangement, including any claim of accord and satisfaction or release with respect to all deposit accounts (other than Exempt Accounts). Each Loan Party shall (x) instruct all Account Debtors of such Loan Party (other than any Governmental Entity) to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable Loan Party and (y) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such account, a “Government Receivables Account”) and (ii) deposit or cause all proceeds deposited in any Government Receivables Account to be deposited promptly, and in any event no later than the first Business Day after its receipt of such proceeds, in a concentration account which is a Controlled Account. All amounts received deposits accepted by any Loan Party and any bank maintaining a Collection Bank, in respect of any Account, in addition to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5,000,000 in the aggregate at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case of opening any new deposit account) to the contemporaneous (or such longer period as the Administrative Agent may reasonably agree) execution and delivery to the Administrative Agent of an Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative Agent.

Cash Management. (a) The Parent At all times, Borrowers shall and shall cause each of their respective Subsidiaries to establish and maintain cash management services of a type and on terms satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each a "Cash Management Bank"), and shall request in writing and otherwise take such reasonable steps to ensure that all of their and their Subsidiaries' Account Debtors, Payors, and other third parties forward all Collections (including payment of the amounts owed by them) directly to such Cash Management Bank. All payments on Accounts received directly by any of the Borrowers shall be held by each Borrower, in trust, for the other Borrowers benefit of Agent, until such amounts are deposited into a Cash Management Account. So long as no Default or Event of Default has occurred and each Loan Party shallis continuing, along with the Administrative Agent and certain financial institutions selected by the Loan PartiesBorrower may amend Schedule 2.7(a) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to the Administrative Agent and located in the United States (the “Collection Banks”)Agent, enter into within 90 days after the Closing Date (or such longer period as the Administrative Agent may reasonably agree), and thereafter maintain, separate Account Control Agreements with respect to all deposit accounts (other than Exempt Accounts). Each Loan Party shall (x) instruct all Account Debtors of such Loan Party (other than any Governmental Entity) to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable Loan Party and (y) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such account, a “Government Receivables Account”) and (ii) deposit prior to the time of opening of any Cash Management Account (other than a replacement Borrower Collection Account), the Administrative Borrower and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement and Agent shall have received such documentation as Agent may reasonably require to evidence the establishment of the procedures set forth in this Section 2.7, including, without limitation, copies of applicable Payor Notices. Borrowers (or cause all proceeds deposited their Subsidiaries, as applicable) shall close any of their Deposit Accounts (and establish any such replacement Deposit Accounts as may be deemed necessary by Agent in any Government Receivables Account to be deposited promptly, its Permitted Discretion) promptly and in any event no later than within 30 days of notice from Agent that the first Business Day after its receipt of such proceeds, in a concentration account which is a Controlled Account. All amounts received by any Loan Party and any Collection Bank, in respect creditworthiness of any AccountCash Management Bank is no longer acceptable in Agent's reasonable judgment, or as promptly as practicable and in addition any event within 60 days of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt the Deposit Accounts or otherwise by Loan Parties not to exceed $5,000,000 Agent's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in the aggregate at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case of opening any new deposit account) to the contemporaneous (or such longer period as the Administrative Agent may reasonably agree) execution and delivery to the Administrative Agent of an Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative Agent's reasonable judgment.

Cash Management. (a) The Parent BorrowerOn the Tender Offer Funding Date, the Loan --------------- Parties shall have established Lockboxes and Blocked Accounts, each of which is listed on Schedule 6.01-BB under "Company accounts" and attached hereto and made ---------------- a part hereof. On the Merger Funding Date, OHM and the OHM Subsidiary Borrowers shall have established the Lockboxes and Blocked Accounts identified on Schedule -------- 6.01-BB as "OHM Accounts". Prior to and after the Merger Funding Date, each of ------- the Loan Parties shall have directed all account debtors of the Loan Parties (other than the United States Government under certain Government Contracts in connection with which the United States Government is prohibited from so doing by any Requirement of Law), to remit all payments in respect of the Receivables or other Collateral directly to a Lockbox or a Blocked Account; provided, -------- however, that to the extent that the account debtors of the Loan Parties remit ------- such monies, checks, notes, drafts or funds directly to such Loan Parties, the Borrowers hereby agree, and agree to cause the other Loan Parties, to deposit all such collections Receivables into a Blocked Account promptly upon the Loan Parties' receipt thereof. Payments received at each Loan Party shall, along with Lockbox shall automatically be deposited into a Blocked Account or be deposited into a Blocked Account by a representative of the Blocked Account Bank at which the applicable Blocked Account has been established. Only the Administrative Agent and certain financial institutions selected by the applicable Blocked Account Bank, if any, shall have power of withdrawal from each Lockbox and the related Blocked Account and the Borrowers acknowledge that neither they nor the other Loan Parties, reasonably satisfactory Parties shall have any right to give any instruction to the Administrative Agent Blocked Account Bank in respect of any such Lockbox or Blocked Account. Each of the Borrowers agrees to cause all collections of Receivables, all proceeds of Collateral and located all Net Cash Proceeds now or hereafter received directly or indirectly by such Loan Party or in the United States (the “Collection Banks”), enter into within 90 days after the Closing Date (or such longer period as the Administrative Agent may reasonably agree), and thereafter maintain, separate Account Control Agreements with respect to all deposit accounts (other than Exempt Accounts). Each Loan Party shall (x) instruct all Account Debtors possession of such Loan Party (other than any Governmental Entity) to remit all payments to be held in trust for the applicable “P.O. Boxes” or “Lockbox Addresses” Administrative Agent for the benefit of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable Loan Party and (y) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such accountLenders and, a “Government Receivables Account”) and (ii) deposit or cause all proceeds deposited in any Government Receivables Account promptly upon receipt thereof, to be deposited promptly, and in any event no later than the first Business Day after its receipt of such proceeds, in into a concentration account which is a Controlled Blocked Account. All amounts received by any Loan Party and any Collection Bank, in respect of any Account, in addition to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5,000,000 funds in the aggregate at any time), Blocked Accounts shall promptly upon receipt be deposited or swept automatically transferred into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case of opening any new deposit account) Concentration Account pursuant to the contemporaneous (or such longer period as the Administrative Agent may reasonably agree) execution and delivery to the Administrative Agent of an Blocked Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative AgentAgreements.

Cash Management. (a) The Parent BorrowerWith respect to each Deposit Account (other than Excluded Deposit Accounts), the other Borrowers and each Loan Party shall, along with within 90 days (or such later date as Administrative Agent may agree in its reasonable discretion; provided that the Administrative Agent and certain financial institutions selected by shall take into account the impact of the COVID-19 pandemic on the ability of the Loan PartiesParties to deliver such items within such time) of the Effective Date (as such date may be extended, reasonably satisfactory to the Administrative Agent and located in the United States (the “Collection BanksAccount Control Date”)) (or, enter into with respect to any Deposit Account other than Excluded Deposit Accounts opened or acquired following the Effective Date, within 90 the later of the Account Control Date and 60 days after of the Closing Date opening or establishment of such Deposit Account (or of the acquisition of a Loan Party having such longer period Deposit Account) (in each case, or such later date as the Administrative Agent may reasonably agreeagree in its reasonable discretion)), and thereafter maintain, separate Account Control Agreements with respect to all deposit accounts (other than Exempt Accounts). Each A) each Loan Party shall (x) instruct all cause each bank or other depository institution at which any Deposit Account Debtors of other than any Excluded Deposit Account is maintained by such Loan Party Party, to enter into a Control Agreement that provides for such bank or other depository institution to transfer to the Administrative Agent Account, on a daily basis, all balances in each Deposit Account (other than any Governmental EntityExcluded Deposit Account maintained by any Loan Party with such depository institution) to remit all payments for application to the applicable “P.O. Boxes” or “Lockbox Addresses” Obligations of the applicable Collection Bank Loan Parties then outstanding following the receipt by such bank or other depository institution of a Control Notice (or to remit it being understood that the Administrative Agent shall reasonably promptly deliver a copy of such payments Control Notice to the applicable Collection Bank by electronic settlementBorrower), (B) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable each Loan Party irrevocably appoints the Administrative Agent as such Loan Party’s attorney-in-fact to collect such balances during a Cash Dominion Period to the extent any such transfer is not so made and (yC) (i) each Loan Party shall instruct each Account Debtor of a Loan Party (to the extent such Account Debtor is not already making payments to any such Deposit Account) to make all payments with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such account, a “Government Receivables Account”) and (ii) deposit or cause all proceeds deposited in any Government Receivables Account to be deposited promptly, and in any event no later than the first Business Day after its receipt of such proceeds, in a concentration account which is a Controlled Account. All amounts received ABL Priority Collateral owned by any Loan Party and any Collection Bank, in respect into (x) Deposit Accounts of any Account, in addition to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not subject to exceed $5,000,000 in the aggregate at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case of opening any new deposit account) to the contemporaneous (or such longer period that will be subject to as provided herein) Control Agreements or (y) an Excluded Deposit Account of the Administrative Agent may reasonably agreetype described in clause (b) execution and delivery of the definition thereof that is swept daily to the Administrative Agent of an a Deposit Account subject to a Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative AgentAgreement.

Cash Management. (a) The Parent BorrowerEach Loan Party hereby represents and warrants that all Deposit Accounts and all other depository and other accounts maintained by each Loan Party as of the Closing Date are described in Section 39 of the Information Certificates, which description includes for each such account the name of the Loan Party maintaining such account, the name of the financial institution at which such account is maintained, the account number, and the purpose of such account. After the Closing Date, no Loan Party shall open any new Deposit Accounts or any other Borrowers depository or other accounts without the prior written consent of Agent and without updating Section 39 of the Information Certificates to reflect such Deposit Accounts or other accounts, as applicable. No Deposit Accounts or other accounts of any Loan Party shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 39 of the Information Certificates as being a Restricted Account (and each Loan Party shall, along with hereby represents and warrants that each such account shall at all times meet the Administrative Agent and certain financial institutions selected by the Loan Parties, reasonably satisfactory to the Administrative Agent and located requirements set forth in the United States (the “Collection Banks”), enter into within 90 days after the Closing Date (or such longer period definition of Restricted Account to qualify as the Administrative Agent may reasonably agree), and thereafter maintain, separate Account Control Agreements with respect to all deposit accounts (other than Exempt Accountsa Restricted Account). Each Loan Party will, at its expense and subject to the Intercreditor Agreement, establish (and revise from time to time as Agent may require in its Permitted Discretion) procedures acceptable to Agent, in Agent’s Permitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party’s Accounts and other Collateral (“Collections”), which shall (x) instruct include depositing all Account Debtors Collections received by such Loan Party into one or more bank accounts maintained in the name of such Loan Party (other than any Governmental Entity) but as to remit all payments to which upon the applicable “P.O. Boxes” or “Lockbox Addresses” occurrence and during the continuance of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable Loan Party and (ya Springing DACA Event, Agent will have exclusive access) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such accounteach, a “Government Receivables Springing DACA Account”) ), under an arrangement acceptable to Agent in its Permitted Discretion with a depository bank satisfactory to Agent in its Permitted Discretion, pursuant to which all funds deposited into each Springing DACA Account are, upon the occurrence and (ii) deposit or cause all proceeds deposited in any Government Receivables Account during the continuance of a Springing DACA Event, to be deposited promptlytransferred to Agent in such manner, and with such frequency, as Agent shall specify. Each Borrower agrees to execute, and to cause its depository banks and other financial institutions at which Deposit Accounts are maintained to execute, such springing deposit account control agreements and other documentation as Agent shall require in its Permitted Discretion from time to time in connection with the foregoing, all in form and substance satisfactory to Agent in its Permitted Discretion, and in any event no later than such arrangements and documents must be in place on the first Business Day after its receipt of such proceedsClosing Date with respect to accounts in existence on the Closing Date, in each case excluding Restricted Accounts. Prior to the Closing Date, Borrower shall deliver to Agent a concentration account complete and executed Authorized Accounts form regarding Borrower’s operating accounts into which is a Controlled Account. All amounts received by any Loan Party and any Collection Bank, in respect the proceeds of any Account, in addition Loans are to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5,000,000 be paid in the aggregate at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case form of opening any new deposit account) to the contemporaneous (or such longer period as the Administrative Agent may reasonably agree) execution and delivery to the Administrative Agent of an Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative AgentExhibit D annexed hereto.

Cash Management. (a) The Parent BorrowerHoldings, the other Borrowers and each other Loan Party shall, along with the Administrative Agent and certain financial institutions selected by the Loan Parties, Parties that are reasonably satisfactory to the Administrative Agent and located in the United States and Canada (the “Collection Banks”), enter into within 90 75 days after the Closing Date (or such longer period as the Administrative Agent may reasonably agree), and thereafter maintain, separate Account Cash Management Control Agreements with respect to all deposit accounts and securities accounts of such Loan Party (other than Exempt Accounts). Each Loan Party shall (x) instruct all Account Debtors of such Loan Party (other than any Governmental Entity) to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account deposit account or securities account of the applicable Loan Party and (y) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such account, a “Government Receivables Account”) and (ii) deposit or cause all proceeds deposited in any Government Receivables Account to be deposited promptly, and in any event no later than the first Business Day after its receipt of such proceeds, in a concentration account which is a Controlled AccountParty. All amounts received by any Loan Party and any Collection Bank, in respect of any Account, in addition to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5,000,000 4.5 million in the aggregate at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may close shall instruct each Collection Bank for the applicable deposit accounts or securities accounts of such Loan Party (other than Exempt Accounts) that are not Controlled Accounts that the funds on deposit and available at any Collection Bank and/or open new deposit accountsthe close of each Business Day in such account should be swept to a Concentration Account no less frequently than once every Business Day, subject (in the case of opening any new deposit account) to the contemporaneous (or procedures of such longer period as the Administrative Agent may reasonably agree) execution and delivery Collection Bank, such instructions to the Administrative Agent of an Account Control Agreement consistent with the provisions of this Section 2.19 and be irrevocable unless otherwise reasonably satisfactory agreed to by the Administrative Agent.

Cash Management. (ai) The Parent BorrowerAll proceeds of assets of the Note Parties and any other amounts payable to any Note Party at any time, shall be deposited by such Note Parties into either (A) a collection account designated as such on Schedule 5(a) to the Perfection Certificate (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Issuers or (B) for so long as the Revolving Credit Agreement is in effect, a collection account established at PNC for the deposit of such proceeds (all such accounts in clauses (A) and (B), the other Borrowers “Collection Accounts”). Each Note Party shall deliver to Agent on the Closing Date a Deposit Account Control Agreement with respect to each Collection Account which shall be in “springing” form permitting Note Parties to access and use such Collection Accounts unless and until a “notice of sole control” (such notice, or any similar notice described in any applicable Deposit Account Control Agreement an “Activation Notice”) is issued by Agent (or the Revolving Agent, as the case may be, prior to the Discharge of Senior Lien Obligations) to the bank at which such Collection Account is maintained; provided, that, Agent shall not issue such an Activation Notice except after the Discharge of Senior Lien Obligations and upon and during the continuance of an Event of Default and shall revoke such Activation Notice if, subsequent thereto, such Event of Default shall have been cured or waived. Upon issuance of an Activation Notice, such Deposit Account Control Agreements shall provide that all available funds in each Loan Party shallCollection Account will be transferred, along with on each Business Day, to Agent (or the Administrative Revolving Agent, as the case may be, prior to the Discharge of Senior Lien Obligations), either to any account maintained by Agent (or Revolving Agent, as the case may be, prior to the Discharge of Senior Lien Obligations) at such bank or by wire transfer to appropriate account(s) of Agent (or Revolving Agent, as the case may be, prior to the Discharge of Senior Lien Obligations), and certain financial institutions selected by otherwise be in form and substance (including as to the Loan Parties, extent of offset and statutory lien rights) reasonably satisfactory to Agent. All funds deposited in such Collection Accounts after issuance of an Activation Notice shall immediately become the Administrative property of Agent and located in the United States (the “Collection Banks”), enter into within 90 days after the Closing Date (or such longer period the Revolving Agent, as the Administrative case may be, prior to the Discharge of Senior Lien Obligations) and be applied to the outstanding Notes or the amounts outstanding under the Revolving Credit Agreement. Neither Agent may reasonably agree)nor any Noteholder assumes any responsibility for such collection account arrangement, including any claim of accord and thereafter maintain, separate Account Control Agreements satisfaction or release with respect to all deposit accounts (other than Exempt Accounts). Each Loan Party shall (x) instruct all Account Debtors of such Loan Party (other than any Governmental Entity) to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable Loan Party and (y) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such account, a “Government Receivables Account”) and (ii) deposit or cause all proceeds deposited in any Government Receivables Account to be deposited promptly, and in any event no later than the first Business Day after its receipt of such proceeds, in a concentration account which is a Controlled Account. All amounts received deposits accepted by any Loan Party and any bank maintaining a Collection Bank, in respect of any Account, in addition to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5,000,000 in the aggregate at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case of opening any new deposit account) to the contemporaneous (or such longer period as the Administrative Agent may reasonably agree) execution and delivery to the Administrative Agent of an Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative Agent.

Cash Management. (a) The Parent BorrowerUntil the Agent has advised the Companies in writing to the contrary after the occurrence of an Event of Default that has not otherwise been waived, the other Borrowers Companies, at their expense, will enforce, collect and each Loan Party shallreceive all amounts owing on their respective Accounts in the ordinary course of their business and any proceeds they so receive shall be subject to the terms hereof, along with and held on behalf of and in trust for the Administrative Agent on behalf of the Lenders. Such privilege shall terminate at the election of the Agent, upon the occurrence of an Event of Default, and certain financial institutions selected until such Event of Default is waived in writing by the Loan Parties, reasonably satisfactory Required Lenders. On or before the earlier to occur of (1) two weeks prior to the Administrative Agent date of the requested initial loan disbursements hereunder, and located in (2) the United States (the “Collection Banks”), enter into within 90 days after 90th day following the Closing Date (Date, the Companies shall have implemented a Cash Management System whereby any and all checks, cash, credit card sales and receipts, notes or such longer period as the Administrative Agent may reasonably agree), and thereafter maintain, separate Account Control Agreements other instruments or property received by a Company with respect to any Collateral, including Accounts, shall be held by such Company in trust for the Agent, on behalf of the Lenders, separate from such Company's own or the Companies' property and funds, and promptly turned over to the Agent with proper assignments or endorsements by deposit to the Depository Accounts. Each of the Companies shall: (i) indicate on all of their invoices that funds should be delivered to and deposited in a Depository Account; (ii) direct all of their Account Debtors to deposit any and all Proceeds of Collateral into the Depository Accounts; (iii) irrevocably authorize and direct any banks which maintain or hold either of the Companies' initial receipt of cash, checks and other items that constitute Collateral or Proceeds of Collateral to promptly wire transfer all available funds to a Depository Account; and (iv) advise all such banks of the Agent's security interest in such funds and take such other actions as may be requested by Agent to obtain Control over any such funds or account(s). The Companies shall provide the Agent with prior written notice of any and all deposit accounts (other than Exempt Accounts). Each Loan Party shall (x) instruct all Account Debtors of such Loan Party (other than any Governmental Entity) opened or to remit all payments be opened subsequent to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable Loan Party and (y) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such account, a “Government Receivables Account”) and (ii) deposit or cause all proceeds deposited in any Government Receivables Account to be deposited promptly, and in any event no later than the first Business Day after its receipt of such proceeds, in a concentration account which is a Controlled AccountClosing Date. All amounts received by any the Agent in payment of Accounts will be credited to the Revolving Loan Party and any Account when the Agent is advised by its bank of its receipt of "collected funds" at the Agent's bank account in New York City on the Business Day of such advice if advised no later than 11:00 a.m. Chicago time or on the next succeeding Business Day if so advised after 11:00 a.m. Chicago time. The Companies' Revolving Loan Account will be charged monthly with the cost associated with one (1) Collection BankDay, in respect provided, however, that if no Revolving Loan or advance under the Revolving Line of any Account, in addition to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise Credit has been made by Loan Parties not to exceed $5,000,000 in the aggregate Agent at any time)time during the preceding 30 day period, then no charge will be assessed or imposed by Agent for such month. No checks, drafts or other instrument received by the Agent shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case of opening any new deposit account) constitute final payment to the contemporaneous (or Agent and/or the Lenders unless and until such longer period as the Administrative Agent may reasonably agree) execution and delivery to the Administrative Agent of an Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative Agentinstruments have actually been collected.

Cash Management. (a) The Parent Borrower, All revenue from the other Borrowers and each Loan Party shall, along with the Administrative Agent and certain financial institutions selected by the Loan Parties, reasonably satisfactory to the Administrative Agent and located in the United States (the “Collection Banks”), enter into within 90 days after the Closing Date (or such longer period as the Administrative Agent may reasonably agree), and thereafter maintain, separate Account Control Agreements with respect to all deposit accounts Projects (other than Exempt Accounts). Each Loan Party Medicaid and Medicare receivables) shall be deposited with LaSalle Bank, National Association into those certain eleven (x11) instruct all Account Debtors of such Loan Party depository accounts (other than any Governmental Entitycollectively, the "DEPOSITORY ACCOUNTS") to remit all payments to in the applicable “P.O. Boxes” or “Lockbox Addresses” name of the applicable Collection Bank Operator, as more particularly set forth on the Agreement Regarding Pledged Accounts (or to remit such payments to the applicable Collection Bank by electronic settlement) with "CONTROL AGREEMENT"). All Medicaid and Medicare receivables in respect to all Accounts of such Account Debtor which remittances the Projects shall be collected by deposited with LaSalle Bank, National Association into those certain eleven depository accounts for government receivables (collectively, the applicable Collection Bank "GOVERNMENT RECEIVABLES ACCOUNTS") and deposited all sums contained therein shall be swept nightly into one or more Depository Accounts. Funds in the applicable Controlled Account of the applicable Loan Party and (y) Depository Accounts shall be transferred periodically to (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit an accounts payable account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such account, a “Government Receivables Account”the "A/P ACCOUNT") and (ii) deposit or cause a payroll account (the "PAYROLL ACCOUNT"), each at LaSalle Bank, National Association, and each of which (together with the Depository Accounts) shall be subject to the Control Agreement. The Government Receivables Accounts shall be subject to an Agreement Regarding Pledged Account reasonably acceptable to Agent (the "GOVERNMENT RECEIVABLES ACCOUNT AGREEMENT"). Borrowers hereby grant to Agent for the benefit of Lenders a security interest in the Depository Accounts, the Government Receivables Account, the A/P Account, the Payroll Account and all proceeds deposited in any amounts from time to time contained therein, for the purpose of securing the Loan. The Government Receivables Account Agreement and the Control Agreement are sometimes collectively referred to be deposited promptlyherein as the "BANK AGENCY AGREEMENTS." Concurrently herewith, and Operators have granted to Agent, for the benefit of Lender a security interest in any event no later than the first Business Day after its receipt of such proceedsDepository Accounts, in a concentration account which is a Controlled Account. All amounts received by any Loan Party and any Collection Bank, in respect of any the Government Receivables Account, in addition the A/P Account, the Payroll Account and all amounts from time to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5,000,000 in time contained therein, for the aggregate at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in purpose of securing the case of opening any new deposit account) to the contemporaneous (or such longer period as the Administrative Agent may reasonably agree) execution and delivery to the Administrative Agent of an Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative AgentLoan.

Cash Management. Loan Parties shall (ai) The Parent Borrower, the other Borrowers establish and each Loan Party shall, along with the Administrative Agent maintain cash management services of a type and certain financial institutions selected by the Loan Parties, reasonably on terms satisfactory to Agent at one or more of the Administrative Agent and located in the United States banks set forth on Schedule 2.7(a) (the “Collection Banks”), enter into within 90 days after the Closing Date (or such longer period as the Administrative Agent may reasonably agreeeach a "Cash Management Bank"), and thereafter maintain, separate Account Control Agreements with respect shall request in writing and otherwise take such reasonable steps to ensure that all deposit accounts (other than Exempt Accounts). Each Loan Party shall (x) instruct all of its Account Debtors of such Loan Party (other than any Governmental Entity) to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” forward payment of the applicable Collection Bank (or amounts owed by them directly to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable Loan Party and (y) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such accountCash Management Bank, a “Government Receivables Account”) and (ii) deposit or cause all proceeds deposited in any Government Receivables Account to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections (including those sent directly by Account Debtors to a Cash Management Bank) into a bank account in Administrative Borrower's name (a "Cash Management Account") at one of the Cash Management Banks. On or before the Restatement Effective Date, each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and certain Loan Parties in form and substance acceptable to Agent. Each such Cash Management Agreement shall provide, among other things, that (i) all items of payment deposited in such Cash Management Account and proceeds thereof are held by such Cash Management Bank as agent or bailee-in-possession for Agent, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its receipt service fees and other charges directly related to the administration of such proceedsCash Management Account and for returned checks or other items of payment, and (iii) it immediately will forward by daily sweep all amounts in the applicable Cash Management Account to the Agent's Account; provided, that, the requirement set forth in this clause (iii) shall only be required during the continuance of a concentration account which Cash Sweep Trigger Period, and absent the continuance of a Cash Sweep Trigger Period, Agent shall direct the Cash Management Bank to forward all amounts in the Cash Management Account to Borrowers' Account in accordance with the wire instructions set forth on Schedule 2.7(b) hereto. So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) or (b) to add or replace a Controlled Cash Management Account Bank or Cash Management Account. All amounts received by any Loan Party ; provided, however, that (i) such prospective Cash Management Bank shall be satisfactory to Agent and any Collection Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management Account, Loan Parties and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. Loan Parties shall close any of their Cash Management Accounts (and establish replacement cash management accounts in respect accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent that the creditworthiness of any AccountCash Management Bank is no longer acceptable in Agent's reasonable judgment, or as promptly as practicable and in addition any event within 60 days of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Management Accounts or otherwise by Agent's liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agent's reasonable judgment. The Cash Management Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which Loan Parties not are hereby deemed to exceed $5,000,000 in the aggregate at any time), shall promptly upon receipt be deposited or swept into have granted a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case of opening any new deposit account) Lien to the contemporaneous (or such longer period as the Administrative Agent may reasonably agree) execution and delivery to the Administrative Agent of an Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative Agent.

Cash Management. As of the Agreement Date, all bank accounts, securities accounts, commodities accounts, and other investment accounts of the Credit Parties are listed on Schedule 6.15 and such Schedule designates which such accounts are deposit accounts. No Credit Party may maintain any bank accounts (aother than Excluded Accounts) The Parent Borrowerunless such bank accounts are at all times subject to a Controlled Account Agreement (such bank accounts, “Controlled Deposit Accounts”); provided that with respect to any such bank account opened or acquired by a Credit Party after the Agreement Date, the other Borrowers and each Loan Party shall, along with the Administrative Agent and certain financial institutions selected by the Loan Parties, reasonably satisfactory to the Administrative Agent and located in the United States Credit Parties shall have a period of ninety (the “Collection Banks”), enter into within 90 90) days after the Closing Date (or such longer period as the Administrative Agent may reasonably agree)shall permit in writing in its sole discretion) after opening or acquiring such bank account to execute and deliver any such required Controlled Account Agreement; provided further, that bank accounts used solely for investments (and excluding, for the avoidance of doubt, any disbursement or operating accounts) shall not be subject to such requirement until, following the date that is fifteen (15) days after such account ceased to be an Excluded Account, the earlier of such time as (x) any Loans are outstanding or (y) Excess Availability is less than $300,000,000. The Credit Parties shall: establish and thereafter maintain one or more Controlled Deposit Accounts wherein collections, deposits, and thereafter maintain, separate Account Control Agreements other payments on or with respect to all deposit accounts Collateral are to be transferred, received or made (other than Exempt Accounts). Each Loan Party shall (x) instruct all Account Debtors of such Loan Party (other than any Governmental Entity) to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable Loan Party and (y) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such accounteach, a “Government Receivables Collections Account”) ); at all times direct all of their Account Debtors and (ii) deposit or cause Credit Card Processors that make payments via wire transfer to direct all proceeds deposited in any Government Receivables Account wire transfers to be deposited promptly, a Collections Account; and in the event that any event no later than the first Business Day after its receipt Credit Party shall at any time directly receive any remittances of such proceedsany Accounts (including, in a concentration account which is a Controlled Account. All amounts received by without limitation, any Loan Party and any Collection Bankchecks, drafts, or other instruments), credit or merchant card collections, or other payments in respect of any Account, in addition to all other cash received from Collateral or shall receive any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5,000,000 in funds representing proceeds of the aggregate at any time)Collateral, shall promptly upon receipt be deposited or swept deposit the same into a Controlled Collections Account. During a Cash Dominion Period: The Loan Parties may close deposit accounts at Administrative Agent shall have the right to notify any Collection Bank and/or open new deposit accounts, subject (in the case of opening depositary bank with respect to any new deposit account) to the contemporaneous (Collections Account or such longer period as other Controlled Deposit Account that the Administrative Agent may reasonably agreeis exercising exclusive control with respect thereto and no Credit Party shall have any right to withdraw such amounts from any such Collections Account or Controlled Deposit Account. Each Credit Party hereby grants its power of attorney to Truist Bank (and each of its Affiliates providing the services described in this Section 6.15(d)) execution to indorse in such Credit Party’s name all tangible items of payment directed for deposit in a Controlled Deposit Account, Collections Account, or a lockbox and delivery to submit such items for collection, with it being acknowledged and agreed that such power of attorney, being coupled with an interest, is irrevocable until the full and final payment in cash and performance of all Obligations and the termination of the Commitments; and 110 NAI-1536628076v4 On each Business Day the Administrative Agent may, without further consent of an Account Control Agreement consistent with any Credit Party, withdraw all immediately available funds in the provisions of this Collections Accounts and apply the same against the Obligations in the manner provided for in Section 2.19 and otherwise reasonably satisfactory to the Administrative Agent2.11.

Cash Management. Each Loan Party hereby represents and warrants that all Deposit Accounts (aother than Excluded Accounts) The Parent Borrower, the and all other Borrowers depositary and other accounts maintained by each Loan Party shall(other than Excluded Accounts) as of the Closing Date are described in Section 34 of the Information Certificate, along with which description includes for each such account the Administrative Agent and certain financial institutions selected by name of the Loan PartiesParty maintaining such account, reasonably the name of the financial institution at which such account is maintained, the account number, and the purpose of such account. After the Closing Date, within forty-five (45) days after the establishment of a Deposit Account (other than an Excluded Account) (or such later date as the Lender may agree in writing in its sole discretion), the applicable Loan Party shall cause such Deposit Account to be subject to a control agreement by and among the applicable Loan Party, the Lender and the depositary institution, in form and substance satisfactory to the Administrative Agent and located Lender in the United States (the “Collection Banks”)its Permitted Discretion; provided, enter into within 90 days after the Closing Date (or such longer period as the Administrative Agent may reasonably agree)that, and thereafter maintain, separate any existing Deposit Account Control Agreements with respect to all deposit accounts (other than Exempt Excluded Accounts)) shall not be closed prior to the establishment of a control agreement on such new Deposit Account. Each Loan Party will, at its expense, establish (and revise from time to time as Lender may require in its Permitted Discretion) procedures acceptable to Lender, in Lender’s Permitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan Party’s Accounts and other Collateral (“Collections”), which shall (x) instruct include depositing all Account Debtors Collections received by such Loan Party into one or more bank accounts maintained in the name of such Loan Party (other than any Governmental Entity) but as to remit all payments to which upon the applicable “P.O. Boxes” or “Lockbox Addresses” occurrence and during the continuance of the applicable Collection Bank (or to remit such payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable Loan Party and (ya Springing DACA Event, Lender will have exclusive access) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not subject to an Account Control Agreement (each such accounteach, a “Government Receivables Springing DACA Account”) ), under an arrangement acceptable to Lender in its Permitted Discretion with a depository bank satisfactory to Lender in its Permitted Discretion, pursuant to which all funds deposited into each Springing DACA Account are, upon the occurrence and (ii) deposit or cause all proceeds deposited in any Government Receivables Account during the continuance of a Springing DACA Event, to be deposited promptlytransferred to Lender in such manner, and with such frequency, as Lender shall specify. Each Borrower agrees to execute, and to cause its depository banks and other account holders to execute, such springing deposit account control agreements and other documentation as Lender shall require in its Permitted Discretion from time to time in connection with the foregoing, all in form and substance satisfactory to Lender in its Permitted Discretion, and in any event no later than such arrangements and documents must be in place on the first Business Day after its receipt of such proceedsClosing Date with respect to accounts in existence on the Closing Date, in each case excluding Excluded Accounts. Prior to the Closing Date, Borrower shall deliver to Lender a concentration account complete and executed Authorized Accounts form regarding Borrower’s operating account(s) into which is a Controlled Account. All amounts received by any Loan Party and any Collection Bank, in respect the proceeds of any Account, in addition Loans are to all other cash received from any other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5,000,000 be paid in the aggregate at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case form of opening any new deposit account) to the contemporaneous (or such longer period as the Administrative Agent may reasonably agree) execution and delivery to the Administrative Agent of an Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably satisfactory to the Administrative AgentExhibit D annexed hereto.