Common use of Cash Management Arrangements Clause in Contracts

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 days after the Effective Date (or such later date as agreed by the Collateral Agent), the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and the Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Agent’s direction be wired each Business Day into the Administrative Agent’s Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Agent will not direct a Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Subject to clause (d) below, the Loan Parties shall (i) establish and maintain cash management services of a type and that is substantially consistent with past practice or on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and solely in any event no later than connection with the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management AccountAccounts. (b) Within 60 days after the Effective Date (or such later date as agreed by the Collateral AgentSubject to Section 7.01(s), the Loan Parties shall, shall with respect to each Cash Management Account (other than an Excluded AccountsAccount), deliver to the Collateral Agent a shifting Account Control Agreement with respect to such Cash Management Account and Account. At all times prior to the occurrence of an Event of Default, the Loan Parties shall not thereafter maintainhave full access to the cash on deposit in the Cash Management Accounts, and shall the Collateral Agent agrees not permit to deliver a control notice or take any other action to control the Cash Management Accounts unless and until an Event of their Domestic Subsidiaries to maintainDefault has occurred and is continuing. The Collateral Agent further agrees that if an Event of Default is waived by the Required Lenders, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect provide notice to the Cash Management Bank and take all other commercially reasonable actions necessary to revert control of each such Cash Management Account (other than Excluded Accounts)Accounts to the Loan Parties. (c) Upon the terms and subject to the conditions set forth in a an Account Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s direction be wired each Business Day into the Administrative Agent’s Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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 date that is sixty (60) days following the date of the opening of such Cash Management Account, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a an Account Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 days after the Effective Date (or such later date as agreed by the Collateral AgentSubject to Section 7.01(r), the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and the Account. The Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities accountaccount (other than Excluded Accounts), unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account Account; provided that, the total amount of cash, Cash Equivalents or other amounts in any deposit account or securities account of any Foreign Subsidiary not subject to a Control Agreement shall not exceed, at any time on and after the date that is ten (other than Excluded Accounts)10) Business Days after the Effective Date, $2,000,000. (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s direction be wired each Business Day into the Administrative Agent’s AccountAccounts, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s AccountAccounts. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers Borrower may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 30 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Subject to clause (d) below, the Loan Parties shall (i) establish and maintain cash management services of a type and that is substantially consistent with past practice or on terms reasonably satisfactory to the Agents Required Lenders at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and solely in any event no later than connection with the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management AccountAccounts. (b) Within 60 days after the Effective Date (or such later date as agreed by the Collateral AgentSubject to Section 7.01(s), the Loan Parties shall, shall with respect to each Cash Management Account (other than an Excluded AccountsAccount), deliver to the Collateral Agent a shifting Account Control Agreement with respect to such Cash Management Account and Account. At all times prior to the occurrence of an Event of Default, the Loan Parties shall not thereafter maintainhave full access to the cash on deposit in the Cash Management Accounts, and shall the Collateral Agent agrees not permit to deliver a control notice or take any other action to control the Cash Management Accounts unless and until an Event of their Domestic Subsidiaries to maintainDefault has occurred and is continuing. The Collateral Agent further agrees that if an Event of Default is waived by the Required Lenders, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect provide notice to the Cash Management Bank and take all other commercially reasonable actions necessary to revert control of each such Cash Management Account (other than Excluded Accounts)Accounts to the Loan Parties. (c) Upon the terms and subject to the conditions set forth in a an Account Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s direction (which shall be at the direction of the Required Lenders) be wired each Business Day into the Administrative Agent’s Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent (and the Required Lenders) will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 30 days after the Effective Date (or such later date as agreed by the Collateral Agent)Date, the Loan Parties shall, with respect to each U.S. Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such U.S. Cash Management Account and, from and after the date that is 30 days following the Effective Date, the Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities accountaccount maintained in the U.S., unless the Collateral Agent shall have received a Control Agreement in respect of each such U.S. Cash Management Account (other than Excluded Accounts or newly acquired deposit or securities accounts in connection with Permitted Acquisitions (each, an “Acquired Account”), in which case the Loan Parties shall cause such Acquired Account to become subject to a Control Agreement within 30 days following the closing of such Permitted Acquisition (or such longer time as may be agreed to by the Collateral Agent in its sole discretion)). Within 45 days after the Effective Date, the Loan Parties shall, with respect to each Foreign Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Foreign Cash Management Account and, from and after the date that is 45 days following the Effective Date, the Loan Parties shall not maintain, and shall not permit any of their Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account maintained outside of the U.S., unless the Collateral Agent shall have received a Control Agreement in respect of each such Foreign Cash Management Account (other than Excluded Accounts or Acquired Accounts), in which case the Loan Parties shall cause such Acquired Account to become subject to a Control Agreement within 30 days following the closing of such Permitted Acquisition (or such longer time as may be agreed to by the Collateral Agent in its sole discretion)). (c) Upon the terms and subject to the conditions set forth in a the applicable Control Agreement with respect to a an applicable Cash Management Account, all amounts received in such Cash Management Account shall Accounts at the Collateral Agent’s direction discretion be wired each Business Day into the Administrative Agent’s Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents and the Required Lenders at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account or, as applicable and permissible, an Excluded Account. (b) Within 60 days after the Effective Date (or such later date as agreed by the Collateral Agent)Date, the Loan Parties shall, (i) with respect to each Cash Management Account (other than Excluded Accounts)) of a Loan Party at a United States financial institution, deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and (ii) with respect to each Cash Management Account (other than Excluded Accounts), use commercially reasonable efforts to grant the Origination Agent online viewing access to each such Cash Management Account. From and after the date that is 60 days following the Effective Date, the Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities accountaccount (other than Excluded Accounts) at a United States financial institution, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts)Account. (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Agent’s direction be wired each Business Day into the Administrative Agent’s Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Agent will not direct a Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and Required Lenders and the Collateral Agent shall have consented in writing in advance to the opening of funding into such Cash Management Account with the prospective Cash Management Bank, and (ii) prior to the time of the opening of funding into such Cash Management Account, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 30 days of notice from the Collateral Agent (acting at the direction of the Required Lenders) that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgmentjudgment (acting at the direction of the Required Lenders), or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “"Cash Management Bank”") and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan PartyParty and remittances on credit card sales) into a Cash Management Account. (b) Within 60 days after On or prior to the Effective Date (or such later date as agreed by the Collateral Agent)Date, the Loan Parties shall, with respect to each Cash Management Account (other than Cash Management Accounts that do not contain deposits at any time in an aggregate amount in excess of $100,000 for all such accounts (such accounts, the "Excluded Deposit Accounts")), deliver to the Collateral Agent a Control Cash Management Agreement with respect to such Cash Management Account and the Account. The Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, maintain cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Cash Management Agreement in respect of each such Cash Management Account deposit account or securities account (other than (i) Excluded AccountsDeposit Accounts and (ii) accounts specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Loan Party's employees). (c) Upon the terms and subject to the conditions set forth in a Control Cash Management Agreement with respect to a Cash Management Account, all amounts received in each such Cash Management Account Agreement shall at provide, among other things, that during the Collateral Agent’s direction be wired each Business Day into continuation of an Event of Default, the Administrative Agent’s Account, except that, so long as no Event of Default has occurred and is continuing, Agent may instruct the Collateral Agent will not direct a applicable Cash Management Bank to transfer funds wire all amounts maintained in such Cash Management Account to the Administrative Agent’s 's Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Cash Management Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 30 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s 's reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s 's liability under any Control Cash Management Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s 's reasonable judgment. (e) 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 the Loan Parties are hereby deemed to have granted a Lien to Collateral Agent for the benefit of the Agents and the Lenders. No checks, drafts or other instrument received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such instruments have actually been collected.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 days after the Effective Date (or such later date as agreed by the Collateral AgentSubject to Section 7.01(r), the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and the Account. The Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities accountaccount (other than Excluded Accounts), unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account Account; provided that, the total amount of cash, Cash Equivalents or other amounts in any deposit account or securities account of any Foreign Subsidiary not subject to a Control Agreement shall not exceed, at any time on and after the date that is ten (other than Excluded Accounts)10) Business Days after the Effective Date, $2,000,000. (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s direction be wired each Business Day into the Administrative Agent’s AccountAccounts, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s AccountAccounts. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Subject to clause (d) below, the Loan Parties shall (i) establish and maintain cash management services of a type and that is substantially consistent with past practice or on terms reasonably satisfactory to the Agents Required Lenders at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and solely in any event no later than connection with the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management AccountAccounts. (b) Within 60 days after the Effective Date (or such later date as agreed by the Collateral AgentSubject to Section 7.01(s), the Loan Parties shall, shall with respect to each Cash Management Account (other than an Excluded AccountsAccount), deliver to the Collateral Agent a shifting Account Control Agreement with respect to such Cash Management Account and Account. At all times prior to the occurrence of an Event of Default, the Loan Parties shall not thereafter maintainhave full access to the cash on deposit in the Cash Management Accounts, and shall the Collateral Agent agrees not permit to deliver a control notice or take any other action to control the Cash Management Accounts unless and until an Event of their Domestic Subsidiaries to maintainDefault has occurred and is continuing. The Collateral Agent further agrees that if an Event of Default is waived by the Required Lenders, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect provide notice to the Cash Management Bank and take all other commercially reasonable actions necessary to revert control of each such Cash Management Account (other than Excluded Accounts)Accounts to the Loan Parties. (c) Upon the terms and subject to the conditions set forth in a an Account Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s direction (which shall be at the direction of the Required Lenders) be wired each Business Day into the Administrative Agent’s Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent (and the Required Lenders) will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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 date that is sixty (60) days following the date of the opening of such Cash Management Account, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a an Account Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Parent and each of the Loan Parties shall shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents its deposit accounts and/or securities accounts at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 days after the Effective Date (or such later date as agreed to in writing by the Collateral AgentAgent in its reasonable discretion), each of the Parent and the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account Account. From and after the date that is 60 days following the Effective Date, each of the Parent and the Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s direction be wired each Business Day into the Administrative Agent’s AccountAccounts, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s AccountAccounts. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers Borrower may amend Schedule 8.01 to add or replace a Cash Management Bank or Cash Management Account; provided, however, that that (i) such prospective Cash Management Bank shall be reasonably satisfactory to the Collateral Agent and the Collateral Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and and (ii) prior to the time of the opening of such Cash Management Account, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 75 days of notice (or such later date as agreed to in writing by the Collateral Agent in its reasonable discretion and provided that such prior accounts to be closed shall be permitted to remain open for up to 270 days to the extent necessary to ensure unexpected payments are received and are immediately transferred to an acceptable Cash Management Account; provided, the Borrower shall sweep all cash from any such prior accounts no less than monthly until closed to another account acceptable to the Collateral Agent) from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment. (e) Notwithstanding the foregoing in this Section 8.01, with respect to any Cash Management Accounts located in a non-US jurisdiction which the entry into a Control Agreement is not customary with local practice or such Cash Management Bank in the applicable jurisdiction is not willing to enter into a Control Agreement acceptable to the Collateral Agent after the use of the applicable Loan Party’s reasonable best efforts to cause such Cash Management Bank to enter into a Control Agreement, the requirement that such foreign Cash Management Accounts be subject to a Control Agreement shall not apply; provided, amounts in any such Cash Management Account not subject to a Control Agreement shall be limited ordinary course working capital, consistent with past practices.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 determined by them (each a “"Cash Management Bank”") and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 days after the Effective Date (or such later date as agreed to by the Collateral Agent), the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account Account. From and after the date that is 60 days following the Effective Date, the Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts); provided that with respect to any deposit account or securities account (other than an Excluded Account) acquired by such Loan Party pursuant to a Permitted Acquisition, the applicable Loan Party shall deliver to Collateral Agent a Control Agreement with respect to such account within 60 days after such Permitted Acquisition or such later date as the Administrative Agent may agree in its sole discretion. (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s 's direction be wired each Business Day into the Administrative Agent’s 's Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s 's Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers Borrower may amend Schedule 8.01 to add or replace a Cash Management Bank or Cash Management Account; provided, however, that within 60 days (ior such later date as the Administrative Agent may agree) such prospective Cash Management Bank shall be reasonably satisfactory to the Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “"Cash Management Bank”) and "), (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account and (iii) not permit disbursements from any Cash Management Account other than any disbursement from any Excluded Account, Concentration Account or other Cash Management Account identified as a disbursement account on Schedule 8.01 or any disbursement to a Concentration Account. (bi) Within 60 days after On or prior to the Effective Date (or such later date as agreed by the Collateral Agent)Date, the Loan Parties shall, with respect to each Cash Management Concentration Account (other than Excluded Accounts)maintained at JPMorgan Chase Bank, N.A. and each Securities Account of the Loan Parties, deliver to the Collateral Agent a Control Agreement with respect to each such Cash Management Account. (ii) During the period from and after the Effective Date until the Final Maturity Date, the Loan Parties shall cause all amounts on deposit in any Cash Management Account maintained at Heartland Bank and First American Bank (less charges for returned items and the applicable Cash Management Bank's fees and expenses incurred in connection with such account in the ordinary course of business) to be transferred into a Concentration Account maintained at JPMorgan Chase Bank, N.A. that is subject to a Control Agreement on not less than a weekly basis when the amount on deposit in any such Cash Management Account exceeds $25,000. (iii) On or prior to December 23, 2014 (or such later date as the Collateral Agent may agree), the Loan Parties shall (A) establish a Concentration Account at Bank of America, N.A. and a Concentration Account at W▇▇▇▇ Fargo Bank, National Association, (B) deliver to the Collateral Agent a Control Agreement with respect to each such Concentration Account, and (C) with respect to each Cash Management Account (other than any Excluded Account, any Concentration Account maintained at JPMorgan Chase Bank, N.A. that is subject to a Control Agreement, any Cash Management Account maintained at Heartland Bank or First American Bank, or any disbursement account), deliver to the Collateral Agent evidence that all amounts on deposit in each such Cash Management Account (less charges for returned items and the applicable Cash Management Bank's fees and expenses incurred in connection with such account in the ordinary course of business) (1) will be automatically swept into a Concentration Account maintained at JPMorgan Chase Bank, N.A. that is subject to a Control Agreement, (2) in the case of any such Cash Management Account maintained at Bank of America, N.A., other than the Concentration Account described in clause (A) above, will be automatically swept into such Concentration Account, or (3) in the case of any such Cash Management Account maintained at W▇▇▇▇ Fargo Bank, National Association, other than the Concentration Account described in clause (A) above, will be automatically swept into such Concentration Account, in each case, when the amount on deposit in any such Cash Management Account exceeds $5,000. (iv) Except as otherwise provided under this Section 8.01(b), the Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account Deposit Account or securities accountSecurities Account (other than amounts in respect of charges for returned items and customary fees and expenses incurred in connection with such accounts in the ordinary course of business), unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than (x) any Excluded AccountsAccount and (y) any Cash Management Account (other than any disbursement account), subject to compliance with this Section 8.01(b)(ii) or (iii)). (c) Upon With respect to each Cash Management Account that is subject to a Control Agreement, upon the terms and subject to the conditions set forth in a such Control Agreement with respect to a such Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Agent’s direction 's direction, be wired each Business Day into the Administrative Agent’s 's Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s 's Account. (d) The Loan Parties shall not agree to or take any action with respect to any Cash Management Account that may facilitate any change in the automatic sweep of funds on deposit therein (as described in Section 8.01(b)(iii) above) without the prior written consent of the Collateral Agent. (e) During the period from the Effective Date until December 23, 2014, the Loan Parties shall not permit the aggregate amount on deposit in all Concentration Accounts maintained at JPMorgan Chase Bank, N.A. that are subject to Control Agreements to be less than $75,000,000 at any time. (f) During the period after December 23, 2014 until the Final Maturity Date, the Loan Parties shall not permit the aggregate amount on deposit in all Cash Management Accounts (other than Excluded Accounts and disbursement accounts) that are either (i) not subject to Control Agreements or (ii) not subject to automatic sweeps of funds on deposit therein in accordance with Section 8.01(b)(iii) above, to exceed $250,000 at any time. (g) So long as no Default or Event of Default has occurred and is continuing, the Borrowers Borrower may amend Schedule 8.01 to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) (A) in the case of (1) the addition of a new Concentration Account, (2) the replacement of an existing Concentration Account, or (3) a Securities Account, in each case, prior to the time of the opening of any such Cash Management Account, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement with respect to each such Cash Management Account or (B) in the case of any other Cash Management Account (other than any Excluded Account or disbursement account), the applicable Loan Party shall have complied with Section 8.01(b), and (ii) if an Event of Default has occurred and is continuing, such prospective Cash Management Bank shall be reasonably satisfactory to the Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 30 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s 's reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s 's liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s 's reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 days after On or prior to the Effective Date (or such later date as agreed by the Collateral Agent)Date, the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and the Account. The Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon Subject to the Revolving Facility Intercreditor Agreement, upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s direction be wired each Business Day into the Administrative Agent’s Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Origination Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement; provided further, however, that it is understood and agreed that the opening of new Cash Management Accounts at Citizens Bank, N.A. in accordance with Section 7.01(r) and the amendment of Schedule 8.01 in connection therewith shall be permitted notwithstanding the existence of any Default or Event of Default and notwithstanding the requirements of the foregoing clause (i). Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 thirty (30) days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties If Agent so requests, the Administrative Borrower shall and shall cause each other Borrower to (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents Agent at one or more of the banks set forth on Schedule 8.01 mutually acceptable to Agent and Administrative Borrower (each a “"Cash Management Bank”) "), and shall request in writing and otherwise take such commercially reasonable steps to ensure that all of the Borrowers' Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next first Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all their Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received including those sent directly by any Loan Party (including payments made by their Account Debtors directly to any Loan PartyBorrower) into a bank account (a "Cash Management Account") at one of the Cash Management Banks. Agent reserves the right, in its sole discretion, to require that any amounts received in any Cash Management Account which may represent amounts that constitute trust funds (i.e., production taxes, severance taxes, or payroll taxes) or amounts attributable to interests of third Persons such as overriding royalty interest be segregated by such Cash Management Bank and held in a separate account or otherwise as directed by Agent. (b) Within 60 days after the Effective Date (or such later date as agreed by the Collateral Agent)If Agent so requests, the Loan Parties shall, with respect to each Cash Management Bank shall establish and maintain Control Agreements with Agent and Borrowers. Each such Control Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent by any Borrower, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account other than Excluded Accounts), deliver for payment of its service fees and other charges directly related to the Collateral Agent a Control Agreement with respect to administration of such Cash Management Account and the Loan Parties shall not thereafter maintainfor returned checks or other items of payment, and shall not permit any (iii) upon the instruction of their Domestic Subsidiaries to maintainthe Agent (an "Activation Instruction"), cash, Cash Equivalents or other it will forward by daily sweep all amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such applicable Cash Management Account (other than Excluded Accounts). (c) Upon the terms and subject to the conditions set forth in a Control Agreement Agent's Account. Agent agrees not to issue an Activation Instruction with respect to the Cash Management Accounts or to give instructions to the Cash Management Bank directing the disposition of funds in a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Agent’s direction be wired each Business Day into the Administrative Agent’s Account, except that, so long as no unless an Event of Default has occurred and is continuing, the Collateral Agent will not direct a Cash Management Bank to transfer funds in continuing at such Cash Management Account to the Administrative Agent’s Accounttime. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Subject to clause (d) below, the Loan Parties shall (i) establish and maintain cash management services of a type and that is substantially consistent with past practice or on terms reasonably satisfactory to the Agents Collateral Agent at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and solely in any event no later than connection with the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management AccountAccounts. (b) Within 60 days after the Effective Date (or such later date as agreed by the Collateral AgentSubject to Section 7.01(s), the Loan Parties shall, shall with respect to each Cash Management Account (other than an Excluded AccountsAccount), deliver to the Collateral Agent a shifting Account Control Agreement with respect to such Cash Management Account Account; provided that the Collateral Agent may, in its discretion, waive such requirements to take into account local law in Belgium and other jurisdictions to be mutually agreed. At all times prior to the occurrence of an Event of Default, the Loan Parties shall not thereafter maintainhave full access to the cash on deposit in the Cash Management Accounts, and shall the Collateral Agent agrees not permit to deliver a control notice or take any other action to control the Cash Management Accounts unless and until an Event of their Domestic Subsidiaries to maintainDefault has occurred and is continuing. The Collateral Agent further agrees that if an Event of Default is waived by the Required Lenders, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect provide notice to the Cash Management Bank and take all other commercially reasonable actions necessary to revert control of each such Cash Management Account (other than Excluded Accounts)Accounts to the Loan Parties. (c) Upon the terms and subject to the conditions set forth in a an Account Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s direction (which shall be at the direction of the Required Lenders) be wired each Business Day into the Administrative Agent’s Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent (and the Required Lenders) will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers Borrower may amend Schedule 8.01 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 Collateral Agent and the Collateral Agent shall have consented in writing in advance to the opening of such Cash Management Account concurrently with the prospective Cash Management Bank, and (ii) prior to the time date of the opening of such Cash Management Account, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a an Account Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms Cash Management Accounts pursuant to lockbox or other arrangements reasonably satisfactory acceptable to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “"Cash Management Bank”") (it being understood and agreed that the Cash Management Accounts and lockbox and other arrangements established at ▇▇▇▇▇ Fargo Bank, National Association in accordance with Section 5.02(d) shall be acceptable to the Agents so long as ▇▇▇▇▇ Fargo Bank, National Association is the Working Capital Agent). The Loan Parties shall obtain an agreement (iiin form and substance reasonably satisfactory to the Agents) from each lockbox servicer and Cash Management Bank, establishing the Collateral Agent's control over and Lien in each lockbox or Cash Management Account, which may be exercised by the Collateral Agent upon the occurrence and during the continuance of an Event of Default, requiring immediate deposit of all remittances received in such lockbox or Cash Management Account to the Administrative Agent's Account, and waiving offset rights of such lockbox servicer or Cash Management Bank, except as otherwise provided under Section 8.01(b)for customary administrative charges. Neither Agent assumes any responsibility to any Loan Party for any lockbox arrangement or Cash Management Account, including any claim of accord and satisfaction or release with respect to any payment items accepted by any lockbox servicer or Cash Management Bank. The Loan Parties shall deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 days after the Effective Date (or such later date as agreed by the Collateral Agent), the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and the The Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, subject to Section 5.02(c) hereof, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Agent’s direction be wired each Business Day into the Administrative Agent’s Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Agent will not direct a Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account. (d) . So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services in accordance with the terms of the ABL Credit Agreement and otherwise of a type and on terms reasonably satisfactory to the Agents at one or more of Agents; provided that the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), Loan Parties shall deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections Term Priority Collateral (of including any proceeds arising from a nature susceptible Disposition thereof prior to a deposit reinvestment thereof or payment in a bank accountaccordance with Section 2.05(c)) and all any other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) proceeds that may constitute Term Priority Collateral into a Cash Management the Asset Sales Proceeds Account. (b) Within 60 days after the Effective Date (or as such later date as agreed period may be extended in writing by the Collateral AgentAgent in its sole and absolute discretion), the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account Account. From and after the date that is 60 days after the Effective Date (as such period may be extended in writing by the Collateral Agent in its sole and absolute discretion), the Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, maintain cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Agent’s direction be wired each Business Day into the Administrative Agent’s Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Agent will not direct a Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 to add or replace a Cash Management Bank or Cash Management Account; provided, however, provided that (i) such prospective Cash Management Bank shall be reasonably satisfactory to the Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 30 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 30 days after the Effective Date (or such later date as agreed to by the Collateral AgentAdministrative Agent in its sole discretion), the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account Account. From and after the date that is 30 days following the Effective Date (or such later date as agreed to by the Administrative Agent in its sole discretion), the Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received such account is a Cash Management Account subject to a Control Agreement or such account is an Excluded Account and such cash and Cash Equivalents are permitted to be held in respect of each such Cash Management Excluded Account (other than Excluded Accounts)pursuant to the definition thereof. (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Agent’s direction be wired each Business Day into the Administrative Agent’s Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Agent will not direct a Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers Lead Borrower may amend Schedule 8.01 to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) the depository institution for such prospective Cash Management Bank Account shall be reasonably satisfactory to the Collateral Agent and the Collateral Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bankdepository institution, and (ii) prior to the time of the opening of such Cash Management Account, each Loan Party and such prospective Cash Management Bank depository institution shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 30 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank depository bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank depository bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank depository institution is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain maintain, in addition to any Excluded Accounts, cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all cash proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other cash amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account or Excluded Account. As of the Effective Date, the Agents and the Lenders acknowledge and agree that the Cash Management Banks set forth on Schedule 8.01 are satisfactory to the Agents and the Lenders. (b) Within 60 days after of the Effective Date (or such later date as agreed to by the Collateral AgentAgent and the Servicing Agent in their reasonable discretion) (or, with respect to Loan Parties acquired or formed after the Effective Date, within 60 days of such acquisition or formation), the Loan Parties shall, with respect to each U.S. domestic Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and Account. Thereafter, the Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities accountaccount (other than Excluded Accounts), unless such deposit account or securities account is a Cash Management Account and, if such account is located within the United States, the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts)Account. (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Agent’s direction be wired each Business Day into the Administrative Agent’s Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Agent will not direct a Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account[Reserved]. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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 or at the time of the opening of such Cash Management AccountAccount located within the United States, each the applicable Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts Agreement (and establish replacement cash management accounts or, in accordance with the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness case of any Cash Management Bank is no longer acceptable Account located within a jurisdiction other than the United States, subjected such Cash Management Account to a first priority lien (subject to Permitted Liens set forth in clause (l) and clause (q) of the definition of Permitted Liens) in favor of Collateral Agent to the reasonable satisfaction of the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.). IF " DOCVARIABLE "SWDOCIDLOCATION" 1" = "1" " DOCPROPERTY "SWDOCID" #4927-3168-0564V34 06/05/2025 " "" #4927-3168-0564V34 06/05/2025

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan PartyParty and remittances on credit card sales) into a Cash Management Account. (b) Within 60 45 days after the Effective Date (or such later date as agreed by the Collateral Agent)Date, the Loan Parties shall, shall deliver to the Collateral Agent a Control Agreement with respect to each Cash Management Account (other than Excluded Accounts)) maintained by the Loan Parties. From and after the date that is 45 days following the Effective Date, deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and the Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, at the direction of the Administrative Agent all amounts received in such Cash Management Account shall at the Collateral Agent’s direction be wired each Business Day into the Administrative Agent’s Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 30 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall Within sixty (i60) establish and maintain cash management services days of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 days after the Effective Date (or such later date as agreed by the Collateral AgentAdministrative Agent may agree in its sole discretion), the Borrowers and the other Loan Parties shallwill maintain their primary depository, blocked account and cash management relationship with respect to each Cash Management Account the Administrative Agent or an Affiliate thereof. The Administrative Agent shall have control of all deposit and securities accounts (other than Excluded Accounts), deliver it being understood and agreed that, the Borrowers and the other Loan Parties will cause or direct all cash to be transferred daily to, or otherwise maintained in, accounts subject to a blocked account agreement and that, upon an Event of Default and subject to the Collateral Term Loan Intercreditor Agreement, Administrative Agent shall require that all such cash be swept on a daily basis to an account of Administrative Agent to be applied by Administrative Agent to repay outstanding Revolving Loans, Swingline Loans, LC Obligations and other amounts then due and payable. With respect to any deposit accounts not maintained with the Administrative Agent or an Affiliate thereof, the Loan Parties shall maintain a Control Agreement with respect to each such Cash Management Account account; provided, that the Administrative Agent hereby agrees that it shall not institute or otherwise require a Control Agreement with regard to any Excluded Account. The Administrative Agent shall have control over and a Lien on all funds deposited in any blocked account, for the ratable benefit of the Lenders, and, with respect to deposit accounts not maintained with the Administrative Agent or an Affiliate thereof, the Loan Parties shall not thereafter maintainobtain the Control Agreement by such banks in favor of the Administrative Agent to waive any recoupment, setoff rights, and shall not permit any security interest in, or against, the funds so deposited (except to the extent of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral such bank’s customary fees). The Administrative Agent shall have received a assumes no responsibility for any Control Agreement in or any other type of lockbox and blocked account arrangements, including, without limitation, any claim of accord and satisfaction or release with respect of each such Cash Management Account (other than Excluded Accounts)to deposits accepted by any bank thereunder. (cb) Upon Within forty-five (45) days of the terms Effective Date (or such later date as may be permitted by Administrative Agent in its sole discretion), the Borrowers and subject the other Loan Parties shall cause each of the Existing Letters of Credit listed to be terminated or replaced with Letters of Credit issued by the Issuing Bank and shall provide satisfactory evidence to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Agents that the L▇ ▇▇▇▇ Collateral Account shall at the Collateral Agent’s direction be wired each Business Day into the Administrative Agent’s Account, except that, has been closed. For so long as no Event any Existing Letter of Default has occurred and is continuingCredit remains in place, the Collateral Agent will not direct a Cash Management Bank to transfer funds in Borrowers and the other Loan Parties shall cash collateralize each such Cash Management Account Existing Letter of Credit at 105% of the face amount thereof to the Administrative Agent’s Accountreasonable satisfaction. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents Administrative Agent at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next 3 Business Day Days after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 days after On or prior to the Effective Date (or such later date as agreed by the Collateral Agent)Control Agreement Deadline, the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Administrative Agent a Control Agreement with respect to such Cash Management Account and the Account. The Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities accountaccount after the Control Agreement Deadline, unless the Collateral Administrative Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s 's direction be wired each Business Day into the Administrative Agent’s 's Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s 's Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.reasonably

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “"Cash Management Bank”") and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) Party into a Cash Management Account. (b) Within 60 days after On or prior to the Effective Date (or such later date as agreed by the Collateral Agent)Date, the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and the Account. The Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s 's direction be wired each Business Day into the Administrative Agent’s 's Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s 's Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) or as above agreed to by the Required Lenders and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 thirty (30) days after the Effective Date (or such later date as agreed by the Collateral Agent)Date, the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement (or such other customary agreement in respect of Cash Management Accounts in the United Kingdom) with respect to such Cash Management Account Account. From and after the date that is thirty (30) days following the Effective Date, the Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s direction be wired each Business Day into the Administrative Agent’s AccountAccounts, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s AccountAccounts. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers Borrower may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 30 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services in accordance with the terms of the ABL Credit Agreement and otherwise of a type and on terms reasonably satisfactory to the Agents at one or more of Agents; provided that the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), Loan Parties shall deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections Term Priority Collateral (of including any proceeds arising from a nature susceptible Disposition thereof prior to a deposit reinvestment thereof or payment in a bank accountaccordance with Section 2.05(c)) and all any other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) proceeds that may constitute Term Priority Collateral into a Cash Management the Asset Sales Proceeds Account. (b) Within 60 days after the Effective Date (or as such later date as agreed period may be extended in writing by the Collateral AgentAgent in its sole and absolute discretion), the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account Account. From and after the date that is 60 days after the Effective Date (as such period may be extended in writing by the Collateral Agent in its sole and absolute discretion), the Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, maintain cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Agent’s direction be wired each Business Day into the Administrative Agent’s Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Agent will not direct a Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 to add or replace a Cash Management Bank or Cash Management Account; provided, however, provided that (i) such prospective Cash Management Bank shall be reasonably satisfactory to the Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 30 114 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan PartyParty and remittances on credit card sales) into a Cash Management Account. (b) Within 60 On or prior to the date that is 30 days after following the Effective Date (or such later date as agreed by the Collateral AgentAgent may otherwise agree), the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and the Account. The Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s direction be wired each Business Day into the Administrative Agent’s Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 30 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 hereto (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan PartyParty and remittances on credit card sales) into a Cash Management Account. (b) Within 60 sixty (60) days after the Effective Date (or such later date as agreed to by the Collateral AgentAgent in its sole discretion), the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement (or equivalent documentation to the extent required under any applicable Foreign Security Document for accounts located outside the U.S.) with respect to such Cash Management Account Account. From and after the date that is sixty (60) days following the Effective Date (or such later date agreed to by the Collateral Agent in its sole discretion), the Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement (or equivalent documentation to the extent required under any applicable Foreign Security Document for accounts located outside the U.S.) in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon the terms and subject to the conditions set forth in a Control Agreement (or equivalent documentation to the extent required under any applicable Foreign Security Document for accounts located outside the U.S.) with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s direction be wired each Business Day into the Administrative Agent’s AccountAccounts, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s AccountAccounts. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts Agreement (and establish replacement cash management accounts in accordance with or equivalent documentation to the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability extent required under any Control Agreement with such Cash Management Bank is no longer acceptable in applicable Foreign Security Document for accounts located outside the Collateral Agent’s reasonable judgmentU.S.).

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “"Cash Management Bank”") and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 30 days after the Effective Date (or such later date as agreed by the Collateral Agent)Date, the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and, from and after the date that is 30 days following the Effective Date, the Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded AccountsAccounts or newly acquired deposit or securities accounts in connection with Permitted Acquisitions (each, an "Acquired Account"), in which case the Loan Parties shall cause such Acquired Account to become subject to a Control Agreement within 30 days following the closing of such Permitted Acquisition (or such longer time as may be agreed to by the Collateral Agent in its sole discretion)). (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s 's direction be wired each Business Day into the Administrative Agent’s 's Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s 's Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 except with respect to an Acquired Account (the Collateral Agent and the Collateral Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective institution maintaining an Acquired Account, an “Acquired Cash Management Bank, and (ii”) prior to the time of the opening of such Cash Management Account, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control AgreementAgreement and (ii) with respect to any Acquired Account and Acquired Cash Management Bank, Schedule 8.01 shall be automatically amended upon the closing of a Permitted Acquisition to reflect such Acquired Account(s) and Acquired Cash Management Bank. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 30 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s 's reasonable judgment, or the Collateral Agent's liability under any Control Agreement with such Cash Management Bank, or that the operating performance, funds transfer, or availability of procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank Accounts, is no longer acceptable in the Collateral Agent’s 's reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “"Cash Management Bank”") and (ii) except as otherwise provided under Section 8.01(b)8.01Section 8.02, deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (ba) Within 60 45 days after the Effective Date (or such later date as agreed to in writing by the Collateral AgentAgent in its reasonable discretion), the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account Account. From and after the date that is 45 days following the Effective Date (or such later date as agreed to in writing by the Collateral Agent in its reasonable discretion), the Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (cb) Upon Prior to the payment in full of the ABL Facility Indebtedness and the termination of all commitments thereunder, all Collections and all other amounts received by any Loan Party shall be deposited by the Loan Parties into a Cash Management Account in accordance with Section 8.01 of the ABL Agreement. Following the payment in full of the ABL Facility Indebtedness and the termination of all commitments thereunder, upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s 's direction be wired each Business Day into the Administrative Agent’s Account's Accounts, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account's Accounts. (dc) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent Agents and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 45 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s 's reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s 's liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s 's reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain maintain, in addition to any Excluded Accounts, cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all cash proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other cash amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account or Excluded Account. As of the Effective Date, the Agents and the Lenders acknowledge and agree that the Cash Management Banks set forth on Schedule 8.01 are satisfactory to the Agents and the Lenders. (b) Within 60 days after of the Effective Date (or such later date as agreed to by the Collateral AgentAgent and the Servicing Agent in their reasonable discretion) (or, with respect to Loan Parties acquired or formed after the Effective Date, within 60 days of such acquisition or formation), the Loan Parties shall, with respect to each U.S. domestic Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and Account. Thereafter, the Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities accountaccount (other than Excluded Accounts), unless such deposit account or securities account is a Cash Management Account and, if such account is located within the United States, the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts)Account. (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Agent’s direction be wired each Business Day into the Administrative Agent’s Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Agent will not direct a Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account[Reserved]. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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 or at the time of the opening of such Cash Management AccountAccount located within the United States, each the applicable Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts Agreement (and establish replacement cash management accounts or, in accordance with the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness case of any Cash Management Bank is no longer acceptable Account located within a jurisdiction other than the United States, subjected such Cash Management Account to a first priority lien (subject to Permitted Liens set forth in clause (l) and clause (q) of the definition of Permitted Liens) in favor of Collateral Agent to the reasonable satisfaction of the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment).

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (ba) Within 60 45 days after the Effective Date (or such later date as agreed by the Collateral Agent)Date, the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and the Account. The Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (cb) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s direction be wired each Business Day into the Administrative Agent’s Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account. (dc) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 30 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents DACA Accounts at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management "DACA Bank”") and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management the Revenue Account. (b) Within 60 30 days after the Effective Date (or such later date as agreed by the Collateral Agent)Date, the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts)DACA Account, deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and DACA Account. Following the delivery of the Control Agreements with respect to the DACA Accounts, the Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, maintain cash, Cash Equivalents or other amounts in any deposit account or securities accountAccount, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management DACA Account, all amounts received in such Cash Management DACA Account shall at the Collateral Administrative Agent’s 's direction be wired each Business Day into the Administrative Agent’s 's Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. Administrative Agent will not direct a Cash Management the DACA Bank to transfer funds in such Cash Management DACA Account to the Administrative Agent’s 's Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers Borrower may amend Schedule 8.01 to add or replace a Cash Management DACA Bank or Cash Management DACA Account; provided, however, that (i) such prospective Cash Management DACA Bank shall be reasonably satisfactory to the Collateral Agent and the Collateral Agent shall have consented in writing in advance to the opening of such Cash Management DACA Account with the prospective Cash Management DACA Bank, and (ii) prior to the time of the opening of such Cash Management DACA Account, each Loan Party and such prospective Cash Management DACA Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management DACA Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 30 days of notice from the Collateral Agent that the creditworthiness credit rating of any Cash Management the DACA Bank by M▇▇▇▇'▇ Investors Service, Inc. is less than A2 or by Standard & Poor's Financial Services LLC is less than A and as a result such DACA Bank is no longer acceptable in the Collateral Agent’s 's reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management DACA Bank with respect to Cash Management DACA Accounts or the Collateral Agent’s 's liability under any Control Agreement with such Cash Management DACA Bank is no longer acceptable in the Collateral Agent’s 's reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “"Cash Management Bank”") and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 days after On or prior to the Effective Date (or such later date as agreed by the Collateral Agent)Date, the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and the Account. The Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts); provided, that, notwithstanding anything to the contrary contained herein or in any other Loan Document, the Control Agreements with respect to any account of the Loan Parties maintained at a certain financial institution, as mutually agreed in writing by the Collateral Agent and the Borrowers on the Effective Date, may terminate so long as the Cash Management Reserve is in effect prior to such termination. (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Agent’s 's direction be wired each Business Day into the Administrative Agent’s 's Account, except thatthat solely with respect to certain operating accounts of the Loan Parties, as mutually agreed in writing by the Collateral Agent and the Borrowers on the Effective Date, so long as no Event of Default has occurred and is continuing, the Collateral Agent will not direct a Cash Management Bank the depositary bank of the Operating Accounts to transfer funds in such Cash Management Account account to the Administrative Agent’s 's Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 30 days (or such later date as is acceptable to the Collateral Agent in its sole discretion) of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s 's reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s 's liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s 's reasonable judgment. (e) 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 the Loan Parties are hereby deemed to have granted a Lien to Collateral Agent for the benefit of the Secured Parties. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received directly by any Loan Party from any of its Account Debtors, as proceeds from Accounts of such Loan Party or as proceeds of any other Collateral shall be held by such Loan Party in trust for the Secured Parties and if of a nature susceptible to a deposit in a bank account, upon receipt be deposited by such Loan Party in original form and no later than the next Business Day after receipt thereof into the Cash Management Accounts. Each Loan Party shall not commingle such collections with the proceeds of any assets not included in the Collateral. No checks, drafts or other instrument received by the Administrative Agent shall constitute final payment to the Administrative Agent unless and until such instruments have actually been collected. (f) After the occurrence and during the continuance of an Event of Default, the Collateral Agent may send a notice of assignment and/or notice of the Lenders' security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and the Collateral Agent or its designee shall have the sole right to collect the Accounts and/or take possession of the Collateral and the books and records relating thereto. (g) Each Loan Party hereby appoints each Agent or its designee on behalf of such Agent as the Loan Parties' attorney-in-fact with power exercisable after the occurrence and during the continuance of an Event of Default to; endorse any Loan Party's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts, to sign any Loan Party's name on any invoice or b▇▇▇ of lading relating to any of the Accounts, drafts against Account Debtors with respect to Accounts, assignments and verifications of Accounts and notices to Account Debtors with respect to Accounts, to send verification of Accounts, and to notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party to such address as such Agent or its designee may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee after the occurrence and during the continuance of an Event of Default are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission, or for any error of judgment or mistake of fact or law, except for their own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full in cash and all of the Loan Documents are terminated. Notwithstanding anything to the contrary set forth in this Section 8.01(g), each Loan Party hereby acknowledges and agrees that each Agent may take such actions to verify the existence and status of Accounts of any Loan Party. (h) Nothing herein contained shall be construed to constitute any Agent as agent of any Loan Party for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for their own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The Agents shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts or any instrument received in payment thereof or for any damage resulting therefrom. The Agents, by anything herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement assigned to any Agent and shall not be responsible in any way for the performance by any Loan Party of any of the terms and conditions thereof. (i) Notwithstanding any other terms set forth in the Loan Documents, the rights and remedies of the Agents and the Lenders herein provided, and the obligations of the Loan Parties set forth herein, are cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies or obligations set forth in any other Loan Document or as provided by law.

Cash Management Arrangements. (a) The On or before the Funding Date, the Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “"Cash Management Bank”") and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 30 days after the Effective Funding Date (or such later date longer period as agreed to in writing by the Collateral Agent), the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account Account. From and after 30 days after the Funding Date (or such longer period as agreed to in writing by the Collateral Agent), the Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s 's direction be wired each Business Day into the Administrative Agent’s 's Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s 's Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 30 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s 's reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s 's liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s 's reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “"Cash Management Bank”") and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan PartyParty and remittances on credit card sales) into a Cash Management Account. (b) Within 60 On or prior to the date that is 30 days after following the Effective Date (or such later date as agreed by the Collateral AgentAgent may otherwise agree), the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and the Account. The Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s 's direction be wired each Business Day into the Administrative Agent’s 's Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s 's Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with DOCID - 27822767.5 - 106 - ChangePro Comparison of 27822767v1 and 27822767v5 4/30/2018 the foregoing sentence) promptly and in any event within 60 30 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s 's reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s 's liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s 's reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 thirty (30) days after the Effective Date (or such later date as agreed to in writing by the Collateral Agent)Agent in its reasonable discretion) after the Effective Date, the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account Account. From and after the date that is thirty (30) days (or such later date as agreed to in writing by the Collateral Agent in its reasonable discretion) following the Effective Date, the Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities accountaccount (other than Excluded Accounts), unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Agent’s direction be wired each Business Day into the Administrative Agent’s Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Agent will not direct a Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account[Reserved]. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 days after the Effective Date (or such later date as agreed by the Collateral Agent), the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and the The Domestic Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account account (other than Excluded AccountsAccounts and the Funding Account), other than deposit accounts and securities accounts (i) that are subject to the Lien of the Secured Parties, (ii) that are identified on Schedule 8.01 (as amended from time to time pursuant to Section 8.01(d)) and (iii) over which the CRO has signing authority. (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management AccountAccount (other than ▇▇▇▇▇ Cash Accounts), all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s direction be wired each Business Day into the Administrative Agent’s AccountAccounts, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the applicable Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s AccountAccounts. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers Borrower may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control AgreementAgreement with respect to such Cash Management Account (other than a ▇▇▇▇▇ Cash Account). Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 30 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 Subject to Section 5.02, within thirty (30) days after the Effective Date (or such later date as agreed by the Collateral AgentAdministrative Agent may agree in its reasonable discretion), the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and (or the foreign law equivalent which provides the Collateral Agent with a perfected first priority lien (subject to Permitted Liens) in such non-U.S. Cash Management Account). The Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities accountaccount (other than Excluded Accounts), unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon the occurrence of and during the continuance of an Event of Default and upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management AccountAccount (including with respect to the rights of any agent or lender under a Permitted ABL Facility), all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s direction be wired each Business Day into the Administrative Agent’s AccountAccounts, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s AccountAccounts. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers Borrower may amend Schedule 8.01 to add or replace a Cash Management Bank or Cash Management Account; providedAccount and, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory except with respect to the Collateral Agent and the Collateral 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 any Excluded Account, each Loan Party and such prospective Cash Management Bank shall have executed execute and delivered deliver to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts Agreement no later than thirty (and establish replacement cash management accounts in accordance with 30) days after the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance opening of such Cash Management Bank with respect to Cash Management Accounts Account (or such later date as may be agreed in writing by the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable Administrative Agent in the Collateral Agent’s its reasonable judgmentdiscretion).

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents Collateral Agent at one or more of the banks set forth on Schedule 8.01 [Omitted pursuant to Item 601(a)(5) of Regulation S-K] (each a “"Cash Management Bank”") and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 days after On or prior to the Effective Date (or such later date as agreed by the Collateral Agent)Date, the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and the Account. The Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Agent’s direction be wired each Business Day into the Administrative Agent’s Account, except that, so So long as no Default or Event of Default has occurred and is continuing, the Collateral Agent will not direct a issue to the Cash Management Bank to transfer funds in such Cash Management Account to a notice of exclusive control under the Administrative Agent’s Accountapplicable Control Agreement. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 30 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s 's reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s 's liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s 's reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents Administrative Agent at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next 3 Business Day Days after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 days after On or prior to the Effective Date (or such later date as agreed by the Collateral Agent)Control Agreement Deadline, the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Administrative Agent a Control Agreement with respect to such Cash Management Account and the Account. The Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities accountaccount after the Control Agreement Deadline, unless the Collateral Administrative Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s 's direction be wired each Business Day into the Administrative Agent’s 's Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s 's Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Administrative Agent and the Collateral Administrative 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.shall

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “"Cash Management Bank”") and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan PartyParty and remittances on credit card sales) into a Cash Management Account. (b) Within 60 On or prior to the date that is 30 days after following the Effective Date (or such later date as agreed by the Collateral AgentAgent may otherwise agree), the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and the Account. The Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s 's direction be wired each Business Day into the Administrative Agent’s 's Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s 's Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 30 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s 's reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash - 110 - Management Accounts or the Collateral Agent’s 's liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s 's reasonable judgment. (e) Notwithstanding the foregoing, the Cash Collateral Account shall be subject to a Control Agreement that provides the Collateral Agent with sole dominion and control over the Cash Collateral Account and the funds on deposit therein. All funds deposited into the Cash Collateral Account will remain in the Cash Collateral Account until the Final Maturity Date; provided that, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, but not the obligation, to apply the funds on deposit in the Cash Collateral Account to the payment of the Obligations (whether or not then due) until paid in full.On and after the date that is 10 days following the Sixth Amendment Effective Date, the Loan Parties shall not fail to provide the Collateral Agent read-only access to each bank account of the Loan Parties.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 hereto (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 days after On or prior to the Effective Date (or such later date as agreed by the Collateral Agent)Date, the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account Account. From and after the date that is the Effective Date, the Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement (or, during any Foreign Collateral Period, equivalent documentation to the extent required under any applicable Foreign Security Document for accounts located outside the U.S.) in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s direction be wired each Business Day into the Administrative Agent’s AccountAccounts, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s AccountAccounts. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Agent and the Collateral 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close Agreement (or, during any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with Foreign Collateral Period, equivalent documentation to the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability extent required under any Control Agreement with such Cash Management Bank is no longer acceptable in applicable Foreign Security Document for accounts located outside the Collateral Agent’s reasonable judgmentU.S.).

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents Administrative Agent at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next 3 Business Day Days after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 days after On or prior to the Effective Date (or such later date as agreed by the Collateral Agent)Control Agreement Deadline, the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Administrative Agent a Control Agreement with respect to such Cash Management Account and the Account. The Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities accountaccount after the Control Agreement Deadline, unless the Collateral Administrative Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s 's direction be wired each Business Day into the Administrative Agent’s 's Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s 's Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Administrative Agent and the Collateral Administrative 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Administrative Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.ARTICLE IX

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks or financial institutions set forth on Schedule 8.01 (each together with such other banks and financial institutions added from time to time pursuant to clause (d) below, the “Cash Management Banks” and each, a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 sixty (60) days after the Effective Date (or, in the case of an account opened or acquired after the Effective Date, within sixty (60) days after such later date opening or acquisition (or, in each case, such longer period as agreed to in writing by the Collateral Agent), the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts)) located in a state of the United States or the District of Columbia, deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and for the Loan Parties which are Foreign Subsidiaries, take steps as required by the Collateral Documents or that are otherwise necessary or desirable in accordance with applicable local law requirements or customary market practice in the relevant jurisdiction where the account is located to make such accounts of the Loan Parties Controlled Accounts. From and after the date that is sixty (60) days following the Effective Date (or, in the case of an account opened or acquired after the Effective Date, within sixty (60) days after such opening or acquisition (or, in each case, such longer period as agreed to in writing by the Collateral Agent)), the Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, cash or Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded AccountsAccounts and the cash and Cash Equivalents maintained therein). (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall may, solely during the occurrence and continuance of an Event of Default, at the Collateral Administrative Agent’s direction be wired each Business Day into the Administrative Agent’s Account, except that, so . (d) So long as no Event of Default has occurred and is continuing, the Collateral Agent will not direct a Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers Borrower may amend Schedule 8.01 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 Collateral Agent and the Collateral 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 Bank or otherwise caused such account to the time of the opening of such Cash Management be a Controlled Account, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “"Cash Management Bank”") and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next 2 Business Day Days after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 days after On or prior to the Effective Date (or such later date as agreed by the Collateral Agent)Date, the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and the Account. The Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded AccountsAccounts or other than newly acquired deposit or securities accounts in connection with Permitted Acquisitions (each, an "Acquired Account"), in which case the Loan Parties shall cause such Acquired Account to become subject to a Control Agreement within 30 days following the closing of such Permitted Acquisition (or such longer time as may be agreed to by the Collateral Agent; provided, that if at the end of such 60 days the Loan Parties have (A) fully taken all actions within their control to comply with such requirement and (B) delivered an executed certificate of an Authorized Officer certifying to such effect, such time period shall be automatically extended an additional 30 days). (c) Upon the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s 's direction be wired each Business Day into the Administrative Agent’s 's Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s 's Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers Borrower may amend Schedule 8.01 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 except with respect to an Acquired Account (the Collateral Agent and the Collateral Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective institution maintaining an Acquired Account, an "Acquired Cash Management Bank, and (ii") prior to the time of the opening of such Cash Management Account, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control AgreementAgreement and (ii) with respect to any Acquired Account and Acquired Cash Management Bank, Schedule 8.01 shall be automatically amended upon the closing of a Permitted Acquisition to reflect such Acquired Account(s) and Acquired Cash Management Bank. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s 's reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s 's liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s 's reasonable judgment.

Cash Management Arrangements. (a) The Subject to clause (d) below, the Loan Parties shall (i) establish and maintain cash management services of a type and that is substantially consistent with past practice or on terms reasonably satisfactory to the Agents Collateral Agent at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and solely in any event no later than connection with the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management AccountAccounts. (b) Within 60 days after the Effective Date (or such later date as agreed by the Collateral Agent), the The Loan Parties shall, shall with respect to each Cash Management Account (other than an Excluded AccountsAccount), deliver to the Collateral Agent a shifting Account Control Agreement with respect to such Cash Management Account and Account. At all times prior to the occurrence of an Event of Default, the Loan Parties shall not thereafter maintainhave full access to the cash on deposit in the Cash Management Accounts, and shall the Collateral Agent agrees not permit to deliver a control notice or take any other action to control the Cash Management Accounts unless and until an Event of their Domestic Subsidiaries to maintainDefault has occurred and is continuing. The Collateral Agent further agrees that if an Event of Default is waived by the Required Lenders, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect provide notice to the Cash Management Bank and take all other commercially reasonable actions necessary to revert control of each such Cash Management Account (other than Excluded Accounts)Accounts to the Loan Parties. (c) Upon the terms and subject to the conditions set forth in a an Account Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Administrative Agent’s direction (which shall be at the direction of the Required Lenders) be wired each Business Day into the Administrative Agent’s Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Administrative Agent (and the Required Lenders) will not direct a the Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers Borrower may amend Schedule 8.01 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 Collateral Agent and the Collateral Agent shall have consented in writing in advance to the opening of such Cash Management Account concurrently with the prospective Cash Management Bank, and (ii) prior to the time date of the opening of such Cash Management Account, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a an Account Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents Administrative Agent at one or more of the banks set forth on Schedule 8.01 hereto (as such Schedule may be updated from time to time by the Administrative Borrower upon written notice to Administrative Agent) (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b), deposit or cause to be deposited promptly, and in any event no later than the next within two Business Day Days after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a Cash Management Account. (b) Within 60 90 days after the Effective Date (or such later date as agreed by the Collateral Agent)Date, the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Administrative Agent a Control Agreement with respect to such Cash Management Account From and after the date that is 90 days following the Effective Date, the Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Administrative Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon During the existence of an Event of Default, the Administrative Agent shall be entitled to direct the Cash Management Bank to transfer funds in any Cash Management Account to the Administrative Agent’s Account or issue any other instruction to the Cash Management Bank in accordance with the terms and subject to the conditions set forth in a Control Agreement with respect to a Cash Management Account, all amounts received in such Cash Management Account shall at the Collateral Agent’s direction be wired each Business Day into the Administrative Agent’s Account, except that, so long as no Event of Default has occurred and is continuing, the Collateral Agent will not direct a Cash Management Bank to transfer funds in such Cash Management Account to the Administrative Agent’s Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Administrative Agent and the Collateral Administrative 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, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Administrative Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.

Cash Management Arrangements. (a) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 8.01 (each a “Cash Management Bank”) and (ii) except as otherwise provided under Section 8.01(b) or Section 8.01(e), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all Collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Loan Party (including payments made by Account Debtors directly to any Loan Party) into a primary, permanently blocked Cash Management Account (the “Blocked Collection Account”). The Loan Parties shall not be permitted to give instructions with respect to the Blocked Collection Account. From and after the Effective Date, the Loan Parties shall cause all Specified Collections to be deposited directly into an operating Cash Management Account of the Parent, as directed by the Parent. From and after the Effective Date, the Loan Parties shall cause all Retained Equity Issuance Proceeds and any Net Cash Proceeds of any Excluded Equity Issuances described in clause (e) of the definition thereof to be deposited directly into the Blocked Collection Account. (b) Within 60 days after On or prior to the Effective Date (or such later date as agreed by the Collateral Agent)Date, the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Collateral Agent a Control Agreement with respect to such Cash Management Account and the Account. The Loan Parties shall not thereafter maintain, and shall not permit any of their Domestic Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). (c) Upon the terms and subject Not less than five 5 Business Days prior to the conditions set forth in end of each month, the Parent shall deliver a Control Agreement certificate to the Agents, detailing the Loan Parties’ estimated aggregate customer billed invoices and the Loan Parties’ exact cash disbursement needs for the succeeding month (each, a “Monthly Cash Disbursement Report”); provided, that, during the first three full fiscal months after the Effective Date, the Parent shall also deliver a disbursement report with respect to (i) the first 15 days of such month, simultaneous with the delivery of the Monthly Cash Disbursement Report and (ii) the remainder of such month, not less than the 12th day of each such month (each, a “Semi-Monthly Report”). Each such report shall also include a report of the Loan Parties’ actual disbursements for the immediately preceding month with a comparison to the projected cash disbursements in the Monthly Cash Management Account, all amounts received in Disbursement Report for such Cash Management Account shall at month (the Collateral “Budget Compliance Report”). Subject to the Origination Agent’s direction be wired each Business Day into timely receipt and satisfaction with the Administrative Agent’s AccountMonthly Cash Disbursement Report (or, except thatduring the first three full fiscal months after the Effective Date, the Semi-Monthly Report), so long as no Event of Default has occurred and is continuing, the Origination Agent will direct the Collateral Agent will not in writing to direct, and the Collateral Agent shall direct, the Cash Management Bank to transfer the cash disbursement needs set forth in each Monthly Cash Disbursement Report (or, during the first three full fiscal months after the Effective Date, the Semi-Monthly Report) from the Blocked Collection Account to a Cash Management Account that is an operating or disbursement account of the Loan Parties on the first Business Day of the following month (or the 15th day of such month, if applicable); provided, that the Origination Agent may, in its discretion, direct a the Collateral Agent to direct the Cash Management Bank to transfer additional disbursements from the Blocked Collection Account to an operating or disbursement account of the Loan Parties at additional times and in additional amounts. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may direct the Cash Management Bank to transfer funds in such any Cash Management Account to the Administrative Agent’s Account. (d) So long as no Default or Event of Default has occurred and is continuing, the Borrowers may amend Schedule 8.01 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 Collateral Origination Agent and the Collateral Agent shall have consented (such consent not to be unreasonably withheld or delayed) in writing in advance to the opening of such Cash Management Account (other than Excluded Accounts) with the prospective Cash Management Bank, and (ii) prior to the time of the opening of such Cash Management AccountAccount (other than Excluded Accounts), each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 60 30 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Origination Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts (other than Excluded Accounts) or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Origination Agent’s reasonable judgment. (e) The proceeds of the Term Loan made on the Effective Date shall be disbursed and deposited as set forth in the Disbursement Letter. The Administrative Agent shall deposit the proceeds of each Term Loan made after the Effective Date pursuant to the instructions set forth in the applicable Notice of Borrowing.