Common use of Controlled Accounts Clause in Contracts

Controlled Accounts. (a) Company shall establish and maintain cash management systems acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than a Controlled Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in an account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.

Controlled Accounts. (ai) Company Each Grantor who maintains any cash balances shall (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(k) (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to a breach Grantor) into a bank account of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Grantor (each, a “Controlled Account”) at one of the Secured Parties Controlled Account Banks. (ii) Each Grantor who maintains any cash balances shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall be delivered provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to the Lenders for application to the Obligations exercise any rights of setoff or recoupment or any other amount due under any claim against the applicable Controlled Account other Credit Document as set forth in this Agreement. On than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or prior other items of payment, and (C) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) the Controlled Account Bank will forward by daily sweep all amounts in the name applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of Company and under any non-Borrower Grantor, upon the sole dominion and control ofinstruction of Agent (an “Activation Instruction”), the Administrative Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent designated as agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering Event has occurred at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Collection Account” bearing a designation clearly indicating that Rescission”) if: (x) the funds and other property credited thereto are held for Administrative Agent for Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the benefit terms of the Lenders Credit Agreement, and (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the applicable Control Agreement, (ii) a Deposit Account into which confidentiality request. Omissions are designated by the proceeds symbol [***]. A complete version of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in this document has been filed separately with the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion Securities and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and Exchange Commission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a trust account in Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the name time of Company and under the sole dominion and control ofopening of such Controlled Account, the Administrative applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent designated hereunder a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as the “Sales Tax Account” bearing a designation clearly indicating promptly as practicable and in any event within forty-five (45) days of notice from Agent that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement. The Lockbox Controlled Account Control Accounts or Agent’s liability under any Controlled Account Agreement will provide that all funds with such Controlled Account Bank is no longer acceptable in the Lockbox Account will be swept daily into the Collection AccountAgent’s reasonable judgment.

Controlled Accounts. (ai) Company Within 150 days following the Closing Date (or such later period of time as agreed in writing by Lender in Lender’s sole discretion) (the “Cash Management Transition Period”), each Loan Party shall establish and maintain cash management systems acceptable at Lender all Cash Management Services, including all deposit accounts and lockbox services. Such Cash Management Services maintained by each Loan Party shall be of a type and on terms reasonably satisfactory to Lender; (ii) Until such time as the Loan Parties have established all of their Cash Management Services with Lender, during the Cash Management Transition Period each Loan Party shall maintain Cash Management Services of a type and on terms reasonably satisfactory to Lender at one or more of the banks set forth on Schedule 6.12(j) to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than Information Certificate (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of the Account Debtors of each Loan Party and each of its Subsidiaries forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) promptly deposit or proceeds that are cause to be deposited promptly, and in any event within two no later than five (25) Business Days after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections to the extent received by a breach Loan Party (including those sent directly by their Account Debtors to a Loan Party or to a Subsidiary of this covenant). All Collections and proceeds a Loan Party) into a bank account of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Loan Party (each, a “Controlled Account”) at one of the Secured Parties Controlled Account Banks; and (iii) During the Cash Management Transition Period, each Loan Party shall maintain Control Agreements with the applicable Controlled Account Bank, in form and substance reasonably acceptable to Lender, except with respect to any Excluded Accounts. Each such Control Agreement shall be delivered provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Lender directing the disposition of the collected funds in such Controlled Account without further consent by the applicable Loan Party, (B) the Controlled Account Bank waives, subordinates, or agrees not to the Lenders for application to the Obligations exercise any rights of setoff or recoupment or any other amount due under any claim against the applicable Controlled Account other Credit Document as set forth in this Agreement. On or prior than for payment of its service fees and other charges directly related to the Closing Dateadministration of such Controlled Account and for returned checks or other items of payment, Company shall cause to be established and shall thereafter cause to be maintained(C) the Controlled Account Bank will forward, (i) a trust account (or sub-accounts) by daily standing wire transfer, all amounts in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject applicable Controlled Account to the applicable Control Agreement, (ii) a Deposit Collection Account into which the proceeds of all Pledged Leases, including or such other account as directed by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection AccountLender.

Controlled Accounts. (a) Company shall establish and maintain cash management systems reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated trust account (the “Funding Account”) maintained at the Paying Agent into which proceeds of Revolving Loans may be funded at the direction of Company, Company shall not establish or maintain an account a Deposit Account or Securities Account other than a Controlled Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in an account a Securities Account or Deposit Account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Collateral Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. . (b) On or prior to the Original Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Collateral Agent designated as the “Collection Account” in each case bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Collateral Agent for the benefit of the Lenders and subject to the applicable Securities Account Control Agreement, Agreement and (ii) a Deposit Account into which the proceeds of all Pledged LeasesReceivables, including by automatic debit from Leases Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "“Lockbox Account" ” as to which the Administrative Collateral Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Account Control Agreement. The Lockbox Account Control Agreement will provide that all funds (less an amount of up to $10,000 or such other amount as shall be mutually agreed in writing (which writing may be via electronic mail) between the Administrative Agent and the Company) in the Lockbox Account will be swept daily into the Collection Account.

Controlled Accounts. (a) Company shall establish and maintain cash management systems reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a cash management deposit account (the “Funding Account”) maintained at the Paying Agent into which proceeds of Revolving Loans may be funded at the direction of Company, Company shall not establish or maintain an account a Deposit Account or Securities Account other than a Controlled Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in an account a Securities Account or Deposit Account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Collateral Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. . (b) On or prior to the Closing Datedate hereof, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Collateral Agent designated as the “Collection Account” in each case bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Collateral Agent for the benefit of the Lenders and subject to the applicable Securities Account Control Agreement, Agreement and (ii) a Deposit Account into which the proceeds of all Pledged LeasesReceivables, including by automatic debit from Leases Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "“Lockbox Account" ” as to which the Administrative Collateral Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Account Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.

Controlled Accounts. (a) Company shall establish and maintain cash management systems reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated trust account (the “Funding Account”) maintained at the Paying Agent into which proceeds of Revolving Loans may be funded at the direction of Company, Company shall not establish or maintain an account a Deposit Account or Securities Account other than a Controlled Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in an account a Securities Account or Deposit Account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Collateral Agent on behalf of the Secured Parties and shall be delivered to the Lenders Secured Parties for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. . (b) On or prior to the Closing Datedate of the first Funding Notice, Company shall cause to be established and shall thereafter cause to be maintained, (i) a segregated, non-interest bearing, trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Collateral Agent designated as the “Collection Account” in each case bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Collateral Agent for the benefit of the Lenders Secured Parties and subject to the applicable Securities Account Control Agreement, Agreement and (ii) a segregated, non-interest bearing, Deposit Account into which the proceeds of all Pledged LeasesReceivables, including by automatic debit from Leases Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "“Lockbox Account" ” as to which the Administrative Collateral Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Account Control Agreement. The Lockbox Account Control Agreement will provide that all funds (less an amount of up to $10,000 or such other amount as shall be mutually agreed in writing (which writing may be via electronic mail) between the Administrative Agent and the Company) in the Lockbox Account will be swept daily into the Collection Account.

Controlled Accounts. (a) Company shall establish and maintain cash management systems reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated trust account (the “Funding Account”) maintained at the Paying Agent into which proceeds of Revolving Loans may be funded at the direction of Company, Company shall not establish or maintain an account a Deposit Account or Securities Account other than a Controlled Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in an account a Securities Account or Deposit Account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Collateral Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. . (b) On or prior to the Closing Datedate hereof, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Collateral Agent designated as the “Collection Account” in each case bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Collateral Agent for the benefit of the Lenders and subject to the applicable Securities Account Control Agreement, Agreement and (ii) a Deposit Account into which the proceeds of all Pledged LeasesReceivables, including by automatic debit from Leases Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "“Lockbox Account" ” as to which the Administrative Collateral Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Account Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.

Controlled Accounts. (ai) Company Each Grantor who maintains any cash balances shall (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(k) (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to a breach Grantor) into a bank account of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Grantor (each, a “Controlled Account”) at one of the Secured Parties Controlled Account Banks. (ii) Each Grantor who maintains any cash balances shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall be delivered provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to the Lenders for application to the Obligations exercise any rights of setoff or recoupment or any other amount due under any claim against the applicable Controlled Account other Credit Document as set forth in this Agreement. On than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or prior other items of payment, and (C) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) the Controlled Account Bank will forward by daily sweep all amounts in the name applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of Company and under any non-Borrower Grantor, upon the sole dominion and control ofinstruction of Agent (an “Activation Instruction”), the Administrative Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent designated as agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering Event has occurred at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Collection Rescission”) if: (x) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account” bearing ; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a designation clearly indicating Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days of notice from Agent that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the applicable Control Agreement, (ii) a Deposit Account into which confidentiality request. Omissions are designated by the proceeds symbol [***]. A complete version of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in this document has been filed separately with the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion Securities and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection AccountExchange Commission.

Controlled Accounts. (ai) Company Each Grantor shall (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 9 (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable and necessary steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and its Domestic Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured all of their Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks. (ii) Each Grantor shall not be considered establish and maintain Controlled Account Agreements with the Collateral Agent, the ABL Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to the Collateral Agent and the ABL Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by the ABL Agent (or, after the Collateral Agent becomes the controlling agent pursuant to the terms of such Controlled Account Agreement, the Collateral Agent) directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor and (B) the Controlled Account Bank waives any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment. (iii) So long as no Default or Event of Default has occurred and is continuing, the Borrower may amend Schedule 9 to add or replace a breach of this covenant). All Collections and proceeds of Collateral Controlled Account Bank or Controlled Account; provided that (A) such prospective Controlled Account Bank shall be subject reasonably satisfactory to an express trust for the benefit of Administrative Collateral Agent on behalf and (B) prior to the time of the Secured Parties opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall be have executed and delivered to the Lenders for application Collateral Agent and the ABL Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within 45 days of notice from the Collateral Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or the Obligations or any other amount due Collateral Agent’s liability under any other Credit Document as set forth in this Agreement. On or prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection AccountCollateral Agent’s reasonable judgment.

Controlled Accounts. (ai) Company Each Grantor shall (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Collateral Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(k) (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to a breach Grantor) into a bank account of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Grantor (each, a “Controlled Account”) at one of the Secured Parties Controlled Account Banks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Collateral Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Collateral Agent. Each such Controlled Account Agreement shall be delivered to provide, among other things, that (A) the Lenders for application to Controlled Account Bank will comply with any instructions originated by Collateral Agent directing the Obligations disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives any rights of setoff or recoupment or any other amount due under any claim against the applicable Controlled Account other Credit Document than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) the Controlled Account Bank will forward, by daily sweep, all amounts in the applicable Controlled Account to the Collateral Agent’s Account. (iii) So long as set forth in this Agreement. On no Default or Event of Default has occurred and is continuing, the Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Collateral Agent, and (B) prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in time of the name opening of Company and under the sole dominion and control ofsuch Controlled Account, the Administrative applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Collateral Agent designated a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as the “Collection Account” bearing a designation clearly indicating promptly as practicable and in any event within forty-five (45) days of notice from Collateral Agent that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement, (ii) a Deposit Controlled Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited Accounts or Collateral Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.Collateral Agent’s reasonable judgment;

Controlled Accounts. (ai) Company Each Grantor shall (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(k) (each a "Controlled Account and Company shall notBank"), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and its Subsidiaries' Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to a breach Grantor) into a bank account of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Grantor (each, a "Controlled Account") at one of the Secured Parties Controlled Account Banks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall be delivered to provide, among other things, that (A) the Lenders for application to Controlled Account Bank will comply with any instructions originated by Agent directing the Obligations disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives any rights of setoff or recoupment or any other amount due under any claim against the applicable Controlled Account other Credit Document than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) the Controlled Account Bank will forward, by daily sweep, all amounts in the applicable Controlled Account to the Agent's Account. (iii) So long as set forth in this Agreement. On no Default or Event of Default has occurred and is continuing, the Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in time of the name opening of Company and under the sole dominion and control ofsuch Controlled Account, the Administrative applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent designated a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as the “Collection Account” bearing a designation clearly indicating promptly as practicable and in any event within forty-five (45) days of notice from Agent that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement, (ii) a Deposit Controlled Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited Accounts or Agent's liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.Agent's reasonable judgment;

Controlled Accounts. The Loan Parties will deposit, and will instruct the Eligible Operator, as manager of the Borrowing Base Assets, to deposit all Account Assets (aas defined below) Company into the Collateral Service Accounts. In accordance with the terms of the Control Agreement, all amounts deposited in the Collateral Service Accounts shall establish be automatically swept from the Collateral Service Accounts into the Master Concentration Account from which transfers shall be made, prior to a Monetary Default, to fund any presentments and maintain cash management systems acceptable withdrawals from the Operating Accounts requested by any Loan Party, such that the Collateral Service Accounts and the Operating Accounts shall be zero balance accounts. From and after the occurrence of any Monetary Default (as defined below), the deposit bank under the Control Agreement (i) shall disregard any Loan Party directions with respect to the Master Concentration Account and the Operating Accounts and block any withdrawals by the Loan Parties therefrom, and (ii) to the extent instructed by the Administrative Agent (which instructions shall be given in the Administrative Agent’s sole discretion), disburse funds from the Master Concentration Account, the Operating Accounts and the Reserve Accounts (subject to the terms of the Reserve Agreement) in order to fund the operating expenses of the Borrowing Base Assets incurred in the ordinary course of business. For a period of ninety (90) days following the date of such Monetary Default (the “Agent Disbursement Period”), the Administrative Agent may in its sole and absolute discretion (but without any obligation) (i) authorize the disbursement of funds from the Master Concentration Account, the Operating Accounts and the Reserve Accounts (subject to the terms of the Reserve Agreement) in order to fund the operating expenses of the Borrowing Base Assets incurred in the ordinary course of business, and (ii) exercise any or all of the remedies available under this Agreement, the Control Agreement, the Reserve Agreement or any other Loan Document. From and at any time after the completion of the Agent Disbursement Period, the Administrative Agent shall (i) cause all amounts collected in the Collateral Service Accounts and any amounts in the Master Concentration Account or the Operating Accounts to be applied (A) directly to prepayment of the Revolver Advances and the Obligations and (B) to fund the Reserve Accounts; and (ii) exercise any or all of the remedies available under this Agreement, the Control Agreement, the Reserve Agreement or any other Loan Document. For the purposes of this section, “Monetary Default” shall mean the failure of any Loan Party to pay when due any principal of any Advance (whether at maturity, upon acceleration or otherwise, including, without limitation, with respect any Advance or portion thereof to blocked account arrangements. Company be repaid pursuant to Section 2.11) or shall not establish or maintain an account other than a Controlled Account and Company shall not, and shall cause Servicer not fail to deposit Collections or proceeds thereof in an account which is not a Controlled Account pay any interest on any Advance within five (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (25) Domestic Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereofsuch interest shall become due, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior Loan Party shall fail to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.pay any

Controlled Accounts. (ai) Company Each Grantor who maintains any cash balances shall (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(k) (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to a breach Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks. Confidential treatment is being requested for portions of this covenant)document. All Collections and proceeds This copy of Collateral shall be the document filed as an exhibit omits the confidential information subject to an express trust for the benefit confidentiality request. Omissions are designated by the symbol [***]. A complete version of Administrative this document has been filed separately with the Securities and Exchange Commission. (ii) Each Grantor who maintains any cash balances shall establish and maintain Controlled Account Agreements with Agent on behalf and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the Secured Parties and shall be delivered funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to the Lenders for application to the Obligations exercise any rights of setoff or recoupment or any other amount due under any claim against the applicable Controlled Account other Credit Document as set forth in this Agreement. On than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or prior other items of payment, and (C) (1) with respect to Controlled Accounts of Borrower, commencing on the date 14 days after the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) the Controlled Account Bank will forward by daily sweep all amounts in the name applicable Controlled Account to the Agent’s Account and (2) with respect to Controlled Accounts of Company and under any non-Borrower Grantor, upon the sole dominion and control ofinstruction of Agent (an “Activation Instruction”), the Administrative Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the agent’s Account. Agent designated as agrees not to issue an Activation Instruction with respect to such Controlled Accounts unless a Triggering Event has occurred at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Collection Account” bearing a designation clearly indicating that Rescission”) if: (x) the funds and other property credited thereto are held for Administrative Agent for Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the benefit terms of the Lenders Credit Agreement, and subject (y) no additional Triggering Event has occurred and is continuing prior to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit date of the Secured Parties within Rescission or is reasonably expected to occur on or immediately after the meaning of Section 9-104(a)(2) date of the UCC pursuant to the Lockbox Control Agreement and Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a trust account in Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the name time of Company and under the sole dominion and control ofopening of such Controlled Account, the Administrative applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent designated hereunder a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as the “Sales Tax Account” bearing a designation clearly indicating promptly as practicable and in any event within forty-five (45) days of notice from Agent that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement. The Lockbox Controlled Account Control Accounts or Agent’s liability under any Controlled Account Agreement will provide that all funds with such Controlled Account Bank is no longer acceptable in the Lockbox Account will be swept daily into the Collection AccountAgent’s reasonable judgment.

Controlled Accounts. (ai) Company Within 90 days following the Closing Date (the “Cash Management Transition Period”), Borrower shall establish and maintain cash management systems acceptable at Lender all of Borrower’s primary Cash Management Services, including Deposit Accounts and lockbox services. Such Cash Management Services maintained by Borrower shall be of a type and on terms reasonably satisfactory to Lender; (ii) Until such time as the Borrower has established all of its primary Cash Management Services with Lender, during the Cash Management Transition Period, Borrower shall maintain Cash Management Services of a type and on terms reasonably satisfactory to Lender at one or more of the banks set forth on Schedule 6.12(j) to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than Information Certificate (each a “Controlled Account and Company shall notBank”), and shall deposit or cause Servicer not to deposit Collections or proceeds thereof in an account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had the date of receipt thereof in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a such Deposit Account into which the proceeds maintained at any such Controlled Account Bank (each, a “Controlled Account”), all of all Pledged Leases, Borrower’s Collections (including those sent directly by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name their Account Debtors to Borrower or to a Subsidiary of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2Borrower) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account; and (iii) Unless such requirement is waived by Lender, in writing, during the Cash Management Transition Period, Borrower shall maintain Control Agreements with the applicable Controlled Account Bank, in form and substance reasonably acceptable to Lender. Each such Control Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Lender directing the disposition of the collected funds in such Controlled Account without further consent by Borrower, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) the Controlled Account Bank will forward, by daily standing wire transfer, all amounts in the applicable Controlled Account to the Collection Account or such other account as directed by Lender.

Controlled Accounts. (ai) Company Subject to Schedule 3.3 to the Credit Agreement, each Grantor shall (A) establish and maintain cash management systems services of a type and on terms reasonably satisfactory to Agent at one or more of the banks reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than Agent (each a “Controlled Account Bank”) (provided that on and Company after the date that is 60 days after the Closing Date, ▇▇▇▇▇ Fargo Bank, N.A. shall notbe the sole Controlled Account Bank), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks; and (ii) Subject to Schedule 3.3 to the Credit Agreement, each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (2) Business Days after Servicer or Company no additional Triggering Event has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections occurred and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or is continuing prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit date of the Lenders and subject Rescission or is reasonably expected to occur on or immediately after the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit date of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection AccountRescission.

Controlled Accounts. (ai) Company Each Grantor shall (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(k) (each a "Controlled Account and Company shall notBank"), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and its Subsidiaries' Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their collections (including those sent directly by their Account Debtors to a breach Grantor) into a bank account of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Grantor (each, a "Controlled Account") at one of the Secured Parties Controlled Account Banks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall be delivered to provide, among other things, that (A) the Lenders for application to Controlled Account Bank will comply with any instructions originated by Agent directing the Obligations disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives any rights of setoff or recoupment or any other amount due under any claim against the applicable Controlled Account other Credit Document than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) the Controlled Account Bank will forward, by daily sweep, all amounts in the applicable Controlled Account to the Agent's Account. (iii) So long as set forth in this Agreement. On no Default or Event of Default has occurred and is continuing, the Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in time of the name opening of Company and under the sole dominion and control ofsuch Controlled Account, the Administrative applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent designated a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as the “Collection Account” bearing a designation clearly indicating promptly as practicable and in any event within forty-five (45) days of notice from Agent that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement, (ii) a Deposit Controlled Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited Accounts or Agent's liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.Agent's reasonable judgment;

Controlled Accounts. i. Each Grantor shall (aA) Company shall establish (within ninety (90) days after the Closing Date with respect to W▇▇▇▇ Fargo Bank) and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(k) (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and its Subsidiaries' Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two no later than the second Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks. ii. Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all available amounts in the applicable Controlled Account to the Agent's Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to promptly rescind an Activation Instruction (the “Rescission”) if: (1) the Cash Dominion Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement or no longer exists in accordance with the terms of the definition of Cash Dominion Event, and (2) Business Days after Servicer or Company no additional Cash Dominion Event has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections occurred and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or is continuing prior to the Closing Datedate of the Rescission. iii. So long as no Default or Event of Default has occurred and is continuing, Company Borrowers may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall cause be reasonably satisfactory to be established Agent, and shall thereafter cause (B) prior to be maintained, (i) a trust account (or sub-accounts) in the name time of Company and under the sole dominion and control ofopening of such Controlled Account, the Administrative applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent designated a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as the “Collection Account” bearing a designation clearly indicating promptly as practicable and in any event within forty-five (45) days of notice from Agent that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement, (ii) a Deposit Controlled Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited Accounts or Agent's liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection AccountAgent's reasonable judgment.

Controlled Accounts. (ai) Company Parent shall and shall cause each other Loan Party to (i) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(l) (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and its Subsidiaries’ (that are Loan Parties) Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections ii) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to a breach Loan Party) into a bank account of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Loan Party (each, a “Controlled Account”) at one of the Secured Parties Controlled Account Banks. (ii) Each Controlled Account Bank shall establish and maintain Controlled Account Agreements with Agent and the applicable Loan Party, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall be delivered to provide, among other things, that (a) the Lenders for application to Controlled Account Bank will comply with any instructions originated by Agent directing the Obligations disposition of the funds in such Controlled Account without further consent by the applicable Loan Party, (b) the Controlled Account Bank has no rights of setoff or recoupment or any other amount due under any claim against the applicable Controlled Account other Credit Document as set forth than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (c) upon the instruction of the Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (A) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of this Agreement. On or , and (B) no additional Triggering Event has occurred and is continuing prior to the Closing Datedate of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Event of Default has occurred and is continuing, Company shall cause Borrower may amend Schedule 6(l) to be established and shall thereafter cause to be maintainedadd or replace a Controlled Account Bank or Controlled Account; provided, however, that (i) a trust account (or sub-accounts) in the name of Company such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which prior to the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit time of the Secured Parties opening of such Controlled Account, the applicable Loan Party and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Parent shall and shall cause each other Loan Party to close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within 45 days of notice from Agent that the meaning of Section 9-104(a)(2) operating performance, funds transfer, or availability procedures or performance of the UCC pursuant Controlled Account Bank with respect to the Lockbox Control Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement and (iii) a trust account with such Controlled Account Bank is no longer acceptable in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.Agent’s reasonable judgment; and

Controlled Accounts. (ai) Company Each Grantor shall (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(k) (each a “Controlled Account Bank”), and, subject to Section 6.11 of the Credit Agreement, shall take reasonable steps to ensure that all of its and Company shall notits Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and shall (B) deposit or cause Servicer not to deposit Collections or proceeds thereof in an account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to a breach Grantor) into a bank account of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Grantor (each, a “Controlled Account”) at one of the Secured Parties Controlled Account Banks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall be delivered provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to the Lenders for application to the Obligations exercise any rights of setoff or recoupment or any other amount due under any claim against the applicable Controlled Account other Credit Document than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. (iii) So long as set forth in this Agreement. On no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in time of the name opening of Company and under the sole dominion and control ofsuch Controlled Account, the Administrative applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Controlled Account Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.; and

Controlled Accounts. (a) Company shall establish The Borrower and the Subsidiary Guarantors shall, subject to Section 5.11, maintain cash management systems acceptable to the Administrative Agentone or more Controlled Accounts and, including, without limitation, except with respect to blocked account arrangements. Company shall not establish or maintain an account other than a Controlled Account aggregate amount of cash and Company shall notcash equivalents (including Liquid Investments) held by the Borrower and the Subsidiary Guarantors on the Closing Date (after giving effect thereto, and shall cause Servicer not to deposit Collections or it being understood proceeds thereof in an account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in of the exercise of reasonable diligence) knowledge thereof, cured Advances shall not be considered Closing Date Designated Cash) not exceeding $210,000,000 (“Closing Date Designated Cash”), all cash and cash equivalents (including Liquid Investments) held by the Parent or any of its Subsidiaries (other than amounts held (x) by Non-Wholly Owned Subsidiaries to fund their business in the ordinary course of business or consistent with past practice of the Borrower and (y) in payroll or tax accounts up to the amount to be used for such purposes and to the extent a breach of this covenant). All Collections and proceeds of Collateral control agreement is not permitted by law, rule or regulation on such account) shall be subject to an express trust for the benefit of Administrative Agent on behalf held in a Controlled Account. Proceeds of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, Advances shall be deposited in a Controlled Account to the name extent set forth in Section 4.09(a). Amounts contained in a Controlled Account constituting Net Proceeds of Company designated hereunder sales, dispositions or joint venture transactions and proceeds of the Advances may only be removed for: (a) service of the Obligations and (b) to pay the operating expenses of the Borrower and its Subsidiaries and to renovate, repair, restore and expand real properties. Closing Date Designated Cash shall be used by the Parent and its Subsidiaries for any purposes not prohibited by this Agreement. ARTICLE VI NEGATIVE COVENANTS So long as any Obligations are outstanding (other than contingent indemnification or reimbursement obligations for which no claim has been made), or any Lender shall have any Commitment hereunder, the "Lockbox Account" as to which Parent and Borrower agree, unless the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and shall otherwise consent in writing (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide provisions of Section 11.01), to comply, and shall procure that all funds in its Subsidiaries comply, with the Lockbox Account will be swept daily into the Collection Account.following covenants: Section

Controlled Accounts. (ai) Company Each Grantor shall (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 6(k) to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than Disclosure Letter (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank; provided, however, that each Grantor shall be permitted to allow Account Debtors located in an account which jurisdictions other than the United States to forward payment of the amounts owed by them directly to Deposit Accounts maintained by such Grantor outside of the United States with a bank that is not a Controlled Account Bank so long as the Grantors are in compliance with Section 6.11(b) of the Credit Agreement, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by such Account Debtors to a Grantor) into a bank account of such Grantor (each a “Controlled Account”) at one of the Controlled Account Banks; provided, however, that, the Grantors shall be permitted to deposit Collections into Deposit Accounts maintained by such Grantor that are not Controlled Accounts so long as the Grantors are in compliance with Section 6.11 (b) of the Credit Agreement. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Triggering Event upon which such Activation Instruction was issued has been cured or waived in writing in accordance with the terms of the Credit Agreement, and (2) Business Days after Servicer or Company no additional Triggering Event has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections occurred and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or is continuing prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit date of the Lenders and subject Rescission or is reasonably expected to occur on or immediately after the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit date of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to the Disclosure Letter to add or replace a trust account in Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) concurrently with the name opening of Company and under the sole dominion and control ofsuch Controlled Account, the Administrative applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent designated hereunder a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as the “Sales Tax Account” bearing a designation clearly indicating promptly as practicable and in any event within forty-five (45) days of notice from Agent that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement. The Lockbox Controlled Accounts or Agent’s liability under any Controlled Account Control Agreement will provide that all funds with such Controlled Account Bank is no longer acceptable in the Lockbox Account will be swept daily into the Collection Account.Agent’s reasonable judgment;

Controlled Accounts. (a) Company shall establish and maintain cash management systems reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a cash management deposit account (the “Funding Account”) maintained at the Paying Agent into which proceeds of Revolving Loans may be funded at the direction of Company, Company shall not establish or maintain an account a Deposit Account or Securities Account other than a Controlled Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in an account a Securities Account or Deposit Account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Collateral Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. . (b) On or prior to the Original Closing Date, Company shall cause caused to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Collateral Agent designated as the “Collection Account” in each case bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Collateral Agent for the benefit of the Lenders and subject to the applicable Securities Account Control Agreement, Agreement and (ii) a Deposit Account into which the proceeds of all Pledged LeasesReceivables, including by automatic debit from Leases Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "“Lockbox Account" ” as to which the Administrative Collateral Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Account Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.. EAST\142259790.4 45

Controlled Accounts. (ai) Company Within 45 days following the Closing Date (the “Cash Management Transition Period”), Borrower shall (A) establish and maintain cash management systems acceptable at Lender all Cash Management Services, including all deposit accounts and lockbox services. Such Cash Management Services maintained by Borrower shall be of a type and on terms reasonably satisfactory to Lender; (ii) Until such time as Borrower has established all of its Cash Management Services with Lender, during the Cash Management Transition Period Borrower shall maintain Cash Management Services of a type and on terms reasonably satisfactory to Lender at one or more of the banks set forth on Schedule 5.15 to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than Information Certificate (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections ensure that all of the Account Debtors of Borrower and each of its Subsidiaries currently making payments to Borrower or proceeds thereof in an a Subsidiary by wire transfer, ACH or other similar means forward payment of the amounts owed by them directly to the Collection Account or continue to forward payment of the amounts owed by them directly to a bank account which is not of Borrower (each, a “Controlled Account”) at one of the Controlled Account Banks, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to Borrower or to a breach Subsidiary of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (iBorrower) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account; and (iii) During the Cash Management Transition Period, Borrower shall maintain Control Agreements with the applicable Controlled Account Bank, in form and substance reasonably acceptable to Lender. Each such Control Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Lender directing the disposition of the collected funds in such Controlled Account without further consent by Borrower, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) the Controlled Account Bank will forward, by daily standing wire transfer, all amounts in the applicable Controlled Account to the Collection Account or such other account as directed by Lender.

Controlled Accounts. (ai) Company If Grantors fail to maintain Permitted Investments in an aggregate amount that equals or exceeds $75,000,000 in Deposit Accounts or Securities Accounts in respect of which Agent has received Control Agreements that perfect Agent’s Liens in such Permitted Investments, then they shall and shall cause each Loan Party to (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(k) (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by an Account Debtors to a breach Loan Party) into a bank account of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Loan Party (each, a “Controlled Account”) at one of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior to Controlled Account Banks. (ii) Within 30 days after the Closing Date, Company each Controlled Account Bank shall cause establish and maintain Controlled Account Agreements with Agent and the applicable Loan Party, in form and substance reasonably acceptable to be established and Agent. Each such Controlled Account Agreement shall thereafter cause to be maintainedprovide, among other things, that (A) the Controlled Account Bank will comply with any Activation Instructions (as defined below) originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Loan Party, (iB) a trust account the Controlled Account Bank has no rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (or sub-accountsC) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the name applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless an Event of Company Default has occurred and under is continuing at the sole dominion and control of, the Administrative time such Activation Instruction is issued. Agent designated as agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Collection Account” bearing a designation clearly indicating that Rescission”) if: (I) the funds Event of Default upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of this Agreement, and other property credited thereto are held for Administrative Agent for (II) no additional Event of Default has occurred and is continuing prior to the benefit date of the Lenders and subject Rescission or is reasonably expected to occur on or immediately after the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit date of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a trust account in Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the name time of Company and under the sole dominion and control ofopening of such Controlled Account, the Administrative applicable Loan Party and such prospective Controlled Account Bank shall have executed and delivered to Agent designated hereunder a Controlled Account Agreement. Each Grantor shall and shall cause each Loan Party to close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as the “Sales Tax Account” bearing a designation clearly indicating promptly as practicable and in any event within 45 days of notice from Agent that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement. The Lockbox Controlled Account Control Accounts or Agent’s liability under any Controlled Account Agreement will provide that all funds with such Controlled Account Bank is no longer acceptable in the Lockbox Account will be swept daily into the Collection Account.Agent’s reasonable judgment; and

Controlled Accounts. (a) Company shall establish and maintain cash management systems reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a cash management deposit account (the "Funding Account") maintained at the Paying Agent into which proceeds of Revolving Loans may be funded at the direction of Company, Company shall not establish or maintain an account a Deposit Account or Securities Account other than a Controlled Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in an account a Securities Account or Deposit Account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Collateral Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. . (b) On or prior to the Closing Datedate hereof, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Collateral Agent designated as the “"Collection Account” " in each case bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Collateral Agent for the benefit of the Lenders and subject to the applicable Securities Account Control Agreement, Agreement and (ii) a Deposit Account into which the proceeds of all Pledged LeasesReceivables, including by automatic debit from Leases Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Collateral Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Account Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.

Controlled Accounts. (a) Company shall establish and maintain cash management systems reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated trust account (the “Funding Account”) maintained at the Paying Agent into which proceeds of Revolving Loans may be funded at the direction of Company, Company shall not establish or maintain an account a Deposit Account or Securities Account other than a Controlled Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in an account a Securities Account or Deposit Account which is not a Controlled Account (provided, that, inadvertent and non-non- EAST\148781874.9 reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Collateral Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. . (a) (b) On or prior to the Original Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Collateral Agent designated as the “Collection Account” in each case bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Collateral Agent for the benefit of the Lenders and subject to the applicable Securities Account Control Agreement, Agreement and (ii) a Deposit Account into which the proceeds of all Pledged LeasesReceivables, including by automatic debit from Leases Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "“Lockbox Account" ” as to which the Administrative Collateral Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Account Control Agreement. The Lockbox Account Control Agreement will provide that all funds (less an amount of up to $10,000 or such other amount as shall be mutually agreed in writing (which writing may be via electronic mail) between the Administrative Agent and the Company) in the Lockbox Account will be swept daily into the Collection Account.

Controlled Accounts. (ai) Company Parent shall and shall cause each other Grantor to (i) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on SCHEDULE 6(L) (each a Controlled Account and Company shall not"CONTROLLED ACCOUNT BANK"), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and its Subsidiaries' Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections ii) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the second Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to a breach Grantor) into a bank account of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Grantor (each, a "CONTROLLED ACCOUNT") at one of the Secured Parties Controlled Account Banks. (ii) Each Controlled Account Bank shall establish and maintain Controlled Account Agreements with Agent and the applicable Grantor, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall be delivered to provide, among other things, that (a) the Lenders for application to Controlled Account Bank will comply with any instructions originated by Agent directing the Obligations disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (b) the Controlled Account Bank has no rights of setoff or recoupment or any other amount due under any claim against the applicable Controlled Account other Credit Document as set forth than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (c) upon the instruction of the Agent (an "ACTIVATION INSTRUCTION"), the Controlled Account Bank will forward by daily sweep all amounts in this Agreement. On the applicable Controlled Account to an account designated by Agent (or prior to the Closing DateDischarge of the First Priority Claims, Company shall cause to be established the account of the First Priority Agent). Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and shall thereafter cause is continuing at the time such Activation Instruction is issued. Agent agrees to be maintaineduse commercially reasonable efforts to rescind an Activation Instruction (the "RESCISSION") if: (x) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of this Agreement, and (y) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(l) to add or replace a Controlled Account Bank or Controlled Account; PROVIDED, HOWEVER, that (i) a trust account (or sub-accounts) in the name of Company such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which prior to the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit time of the Secured Parties opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Parent shall and shall cause each Grantor to close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within 45 days of notice from Agent that the meaning of Section 9-104(a)(2) operating performance, funds transfer, or availability procedures or performance of the UCC pursuant Controlled Account Bank with respect to the Lockbox Control Controlled Account Accounts or Agent's liability under any Controlled Account Agreement and (iii) a trust account with such Controlled Account Bank is no longer acceptable in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection AccountAgent's reasonable judgment.

Controlled Accounts. (ai) Company Within 75 days following the Closing Date (the “Cash Management Transition Period”), each Loan Party shall (A) establish and maintain cash management systems acceptable at Lender all Cash Management Services, including all deposit accounts and lockbox services. Such Cash Management Services maintained by each Loan Party shall be of a type and on terms reasonably satisfactory to Lender; (ii) Until such time as the Loan Parties have established all of their Cash Management Services with Lender, during the Cash Management Transition Period each Loan Party shall maintain Cash Management Services of a type and on terms reasonably satisfactory to Lender at one or more of the banks set forth on Schedule 6.12(j) to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than Information Certificate (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to a breach Loan Party) into a bank account of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Loan Party (each, a “Controlled Account”) at one of the Secured Parties Controlled Account Banks; (iii) During the Cash Management Transition Period, each Loan Party shall maintain Control Agreements with the applicable Controlled Account Bank, in form and substance reasonably acceptable to Lender. Each such Control Agreement shall be delivered provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Lender directing the disposition of the collected funds in such Controlled Account without further consent by the applicable Loan Party, (B) the Controlled Account Bank waives, subordinates, or agrees not to the Lenders for application to the Obligations exercise any rights of setoff or recoupment or any other amount due under any claim against the applicable Controlled Account other Credit Document than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) the Controlled Account Bank will forward, by daily standing wire transfer, all amounts in the applicable Controlled Account; and So long as set forth in this Agreement. On no Default or Event of Default has occurred and is continuing, during the Cash Management Transition Period, Borrowers may amend Schedule 5.15 to the Information Certificate to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account and Controlled Account Bank shall be reasonably satisfactory to Lender, and (B) prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in time of the name opening of Company and under the sole dominion and control ofsuch Controlled Account, the Administrative Agent designated as the “Collection Account” bearing applicable Loan Party and such prospective Controlled Account Bank shall have executed and delivered to Lender a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, . Each Loan Party shall close its Controlled Accounts (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited and establish replacement Controlled Accounts in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and accordance with clause (iii) a trust account above) as promptly as practicable and in the name any event within thirty (30) days of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating notice from Lender that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement. The Lockbox Account Controlled Accounts or Lender’s liability under any Control Agreement will provide that all funds with such Controlled Account Bank is no longer acceptable to Lender in the Lockbox Account will be swept daily into the Collection AccountLender’s reasonable judgment.

Controlled Accounts. (ai) Company [Reserved]. (ii) Each Controlled Account Bank shall establish and maintain cash management systems acceptable Controlled Account Agreements with Agent and the applicable Grantor. Each such Controlled Account Agreement shall provide, among other things, that (a) the Controlled Account Bank (in its capacity as depositary institution) will comply with any instructions originated by Agent after the First Lien Termination Date directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor; (b) the Controlled Account Bank (in its capacity as a depositary institution) has no rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the Administrative administration of such Controlled Account and for returned checks or other items of payment; and (c) upon the instruction of the Agent, includingafter the First Lien Termination Date (an “Activation Instruction”), without limitation, the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to blocked account arrangementsthe Controlled Accounts unless it has received written notification that an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. Company shall Agent agrees to use commercially reasonable efforts to rescind any Activation Instruction previously issued (the “Rescission”) if: (x) the Event of Default upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of this Agreement or the Indenture, (y) no additional Event of Default has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission and (z) the First Lien Termination Date has not establish occurred. (iii) So long as no Default or maintain an account other than Event of Default has occurred and is continuing, Issuers may amend Schedule 6(l) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that prior to the time of the opening of such Controlled Account, the applicable Grantor and Company such prospective Controlled Account Bank shall not, have executed and shall cause Servicer not delivered to deposit Collections or proceeds thereof in an account which is not Agent a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.; and

Controlled Accounts. (ai) Company Each Loan Party shall establish and maintain cash management systems acceptable Cash Management Services, including deposit accounts and lockbox services, of a type and on terms reasonably satisfactory to Lender. Each Loan Party shall (A) maintain Cash Management Services of a type and on terms reasonably satisfactory to Lender at one or more of the banks set forth on Schedule 5.15 to the Administrative AgentInformation Certificate (each a “Controlled Account Bank”), including, without limitation, with respect (B) take reasonable steps to blocked ensure that all account arrangements. Company shall not establish or maintain an account other than debtors of each Loan Party and each of its Subsidiaries forward payment of the amounts owed by them directly to a Controlled Account and Company shall notat such Controlled Account Bank, and shall (C) deposit or cause Servicer not to deposit Collections or proceeds thereof in an account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their account debtors to a breach Loan Party or to a Subsidiary of this covenant). All Collections and proceeds a Loan Party) into a bank account of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Loan Party (each, a “Controlled Account”) at one of the Secured Parties Controlled Account Banks; and (ii) Each Loan Party shall maintain Control Agreements with the applicable Controlled Account Bank, in form and substance reasonably acceptable to Lender. Each such Control Agreement shall be delivered provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Lender directing the disposition of the collected funds in such Controlled Account without further consent by the applicable Loan Party, (B) the Controlled Account Bank waives, subordinates, or agrees not to the Lenders for application to the Obligations exercise any rights of setoff or recoupment or any other amount due under any claim or Lien against the applicable Controlled Account other Credit Document as set forth in this Agreement. On or prior than for payment of its service fees and other charges directly related to the Closing Dateadministration of such Controlled Account and for returned checks or other items of payment, Company shall cause (C) the Controlled Account Bank will forward, by daily standing wire transfer, all amounts in the applicable Controlled Account to the Lender’s Account or such other account as directed by Lender, and (D) will prohibit any withdrawals from such Controlled Account by Borrowers and require all withdrawals from such Controlled Account to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated made only as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including directed by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection AccountLender.

Controlled Accounts. (a) Company shall establish and maintain cash management systems reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated trust account (the “Funding Account”) maintained at the Paying Agent into which proceeds of Revolving Loans may be funded at the direction of Company, Company shall not establish or maintain an account a Deposit Account or Securities Account other than a Controlled Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in an account a Securities Account or Deposit Account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Collateral Agent on behalf of the Secured Parties and shall be delivered to the Lenders Secured Parties for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. . (b) On or prior to the Closing Datedate of the first Funding Notice, Company shall cause to be established and shall thereafter cause to be maintained, (i) a segregated, non-interest bearing, trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” in each case bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Collateral Agent for the benefit of the Lenders Secured Parties and subject to the applicable Securities Account Control Agreement, Agreement and (ii) a segregated, non-interest bearing, Deposit Account into which the proceeds of all Pledged LeasesReceivables, including by automatic debit from Leases Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "“Lockbox Account" ” as to which the Administrative Collateral Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Account Control Agreement. The Lockbox Account Control Agreement will provide that all funds (less an amount of up to $10,000 or such other amount as shall be mutually agreed in writing (which writing may be via electronic mail) between the Administrative Agent and the Company) in the Lockbox Account will be swept daily into the Collection Account.

Controlled Accounts. (ai) Company Each Grantor shall establish and (A) maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(k) (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two no later than the second Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks. (ii) Except to the extent not required under Section 6.11(b) of the Credit Agreement and except with respect to the bank accounts of Dutch Guarantor located in the United Kingdom and maintained at JPMorgan Chase Bank which are required to be closed pursuant to Section 5.20 of the Credit Agreement, each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all available amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to promptly rescind an Activation Instruction (the “Rescission”) if: (1) the Cash Dominion Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement or no longer exists in accordance with the terms of the definition of Cash Dominion Event, and (2) Business Days after Servicer or Company no additional Cash Dominion Event has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections occurred and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or is continuing prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit date of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrowers may amend Schedule 6(k) to add or replace a trust account in Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the name time of Company and under the sole dominion and control ofopening of such Controlled Account, the Administrative applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent designated hereunder a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as the “Sales Tax Account” bearing a designation clearly indicating promptly as practicable and in any event within forty-five (45) days of notice from Agent that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement. The Lockbox Controlled Account Control Accounts or Agent’s liability under any Controlled Account Agreement will provide that all funds with such Controlled Account Bank is no longer acceptable in the Lockbox Account will be swept daily into the Collection AccountAgent’s reasonable judgment.

Controlled Accounts. (ai) Company Except as otherwise permitted by the Credit Agreement, each Grantor shall (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to U.S. Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(k) (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks; (ii) Each Grantor shall establish and maintain Controlled Account Agreements with U.S. Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to U.S. Agent, to the extent required by the Credit Agreement. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by U.S. Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) the Controlled Account Bank will either (i) forward, by daily sweep, all amounts in the applicable Controlled Account to U.S. Agent’s Account or (ii) upon the instruction of U.S. Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to U.S. Agent’s Account. U.S. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Cash Dominion Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (2) Business Days after Servicer or Company no additional Cash Dominion Event has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections occurred and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or is continuing prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit date of the Lenders and subject Rescission or is reasonably expected to occur on or immediately after the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit date of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and Rescission; and (iii) So long as no Default or Event of Default has occurred and is continuing, U.S. Borrowers may amend Schedule 6(k) to add or replace a trust account in Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to U.S. Agent, and (B) prior to the name time of Company and under the sole dominion and control ofopening of such Controlled Account, the Administrative applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to U.S. Agent designated hereunder a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as the “Sales Tax Account” bearing a designation clearly indicating promptly as practicable and in any event within sixty (60) days of notice from U.S. Agent that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement. The Lockbox Controlled Account Control Accounts or U.S. Agent’s liability under any Controlled Account Agreement will provide that all funds with such Controlled Account Bank is no longer acceptable in the Lockbox Account will be swept daily into the Collection AccountU.S. Agent’s reasonable judgment.

Controlled Accounts. (ai) Company Each Grantor shall (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(k) (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event no later than the fifth (5th) Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks. (ii) Each Grantor shall establish, within two the time frame specified in the Credit Agreement, and thereafter maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, unless otherwise agreed by Agent in writing that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment or other chargebacks, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Event of Default was based on the occurrence of an Event of Default, such Event of Default has been waived in writing or cured in accordance with the terms of the Credit Agreement and (2) Business Days after Servicer or Company no additional Event of Default has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections occurred and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or is continuing prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit date of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a trust account Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) to the extent required by the Credit Agreement or the other Loan Documents, prior to the time of the opening of such Controlled Account that is not an Excluded Deposit Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. After Payment in Full of WFCF Priority Debt (as such term is defined in the name ABL-Term Loan Intercreditor Agreement), each Grantor shall close any of Company its Controlled Accounts (and under establish replacement Controlled Accounts in accordance with the sole dominion foregoing sentence) as promptly as practicable and control of, the Administrative in any event within ninety (90) days of written notice from Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement. The Lockbox Controlled Account Control Accounts or Agent’s liability under any Controlled Account Agreement will provide that all funds with such Controlled Account Bank is no longer acceptable in the Lockbox Account will be swept daily into the Collection Account.Agent’s reasonable judgment;

Controlled Accounts. (ai) Company Each Grantor shall and shall cause each other Grantor to (i) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 10 (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an ensure that all of its and its Subsidiaries’ customer and other account which is not a debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections ii) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to a breach Loan Party) into a bank account of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Loan Party (each, a “Controlled Account”) at one of the Secured Parties Controlled Account Banks; (ii) Each Controlled Account Bank shall establish and maintain Controlled Account Agreements with Agent and the applicable Loan Party, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall be delivered to provide, among other things, that (a) the Lenders for application to Controlled Account Bank will comply with any instructions originated by Agent directing the Obligations disposition of the funds in such Controlled Account without further consent by the applicable Loan Party, (b) the Controlled Account Bank has no rights of setoff or recoupment or any other amount due under any claim against the applicable Controlled Account other Credit Document as set forth than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (c) upon the instruction of the Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (x) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of this Agreement. On or , and (y) no additional Triggering Event has occurred and is continuing prior to the Closing Datedate of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission; (iii) So long as no Default or Event of Default has occurred and is continuing, Company shall cause the Grantors may amend Schedule 10 to be established and shall thereafter cause to be maintainedadd or replace a Controlled Account Bank or Controlled Account; provided, however, that (i) a trust account (or sub-accounts) in the name of Company such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which prior to the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit time of the Secured Parties opening of such Controlled Account, the applicable Loan Party and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Parent shall and shall cause each Loan Party to close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within 45 days of notice from Agent that the meaning of Section 9-104(a)(2) operating performance, funds transfer, or availability procedures or performance of the UCC pursuant Controlled Account Bank with respect to the Lockbox Control Controlled Account accounts or Agent’s liability under any Controlled Account Agreement and (iii) a trust account with such Controlled Account Bank is no longer acceptable in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.Agent’s reasonable judgment;

Controlled Accounts. (ai) Company Parent shall and shall cause each other Loan Party to (i) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on SCHEDULE 6(L) (each a Controlled Account and Company shall not"CONTROLLED ACCOUNT BANK"), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and its Subsidiaries' Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections ii) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the second Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to a breach Loan Party) into a bank account of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Loan Party (each, a "CONTROLLED ACCOUNT") at one of the Secured Parties Controlled Account Banks. (ii) Each Controlled Account Bank shall establish and maintain Controlled Account Agreements with Agent and the applicable Loan Party, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall be delivered to provide, among other things, that (a) the Lenders for application to Controlled Account Bank will comply with any instructions originated by Agent directing the Obligations disposition of the funds in such Controlled Account without further consent by the applicable Loan Party, (b) the Controlled Account Bank has no rights of setoff or recoupment or any other amount due under any claim against the applicable Controlled Account other Credit Document as set forth than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (c) upon the instruction of the Agent (an "ACTIVATION INSTRUCTION"), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent's Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the "RESCISSION") if: (x) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of this Agreement. On or , and (y) no additional Triggering Event has occurred and is continuing prior to the Closing Datedate of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Company shall cause Borrower may amend Schedule 6(l) to be established and shall thereafter cause to be maintainedadd or replace a Controlled Account Bank or Controlled Account; PROVIDED, HOWEVER, that (i) a trust account (or sub-accounts) in the name of Company such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which prior to the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit time of the Secured Parties opening of such Controlled Account, the applicable Loan Party and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Parent shall and shall cause each Loan Party to close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within 45 days of notice from Agent that the meaning of Section 9-104(a)(2) operating performance, funds transfer, or availability procedures or performance of the UCC pursuant Controlled Account Bank with respect to the Lockbox Control Controlled Account Accounts or Agent's liability under any Controlled Account Agreement and (iii) a trust account with such Controlled Account Bank is no longer acceptable in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection AccountAgent's reasonable judgment.

Controlled Accounts. (ai) Company Borrower shall and shall cause each Loan Party to (i) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 6(l) to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than Disclosure Letter (each a “Controlled Account and Company Bank”) and, subject to Section 6.11 of the Credit Agreement, shall nottake reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and shall (ii) deposit or cause Servicer not to deposit Collections or proceeds thereof in an account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are be deposited promptly, and in any event within two (2) no later than the third Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to a breach Loan Party) into a bank account of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Loan Party (each, a “Controlled Account”) at one of the Secured Parties Controlled Account Banks. (ii) Each Controlled Account Bank shall establish and maintain Controlled Account Agreements with Agent and the applicable Loan Party, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall be delivered to provide, among other things, that (a) the Lenders for application to Controlled Account Bank will comply with any instructions originated by Agent directing the Obligations disposition of the funds in such Controlled Account without further consent by the applicable Loan Party, (b) the Controlled Account Bank has no rights of setoff or recoupment or any other amount due under any claim against the applicable Controlled Account other Credit Document as set forth than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (c) upon the instruction of the Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (x) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of this Agreement. On or , and (y) no additional Triggering Event has occurred and is continuing prior to the Closing Datedate of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Company shall cause Borrower may amend Schedule 6(l) to be established and shall thereafter cause the Disclosure Letter to be maintainedadd or replace a Controlled Account Bank or Controlled Account; provided, however, that (i) a trust account (or sub-accounts) in the name of Company such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which prior to the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit time of the Secured Parties opening of such Controlled Account, the applicable Loan Party and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Borrower shall and shall cause each Loan Party to close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within 45 days of notice from Agent that the meaning of Section 9-104(a)(2) operating performance, funds transfer, or availability procedures or performance of the UCC pursuant Controlled Account Bank with respect to the Lockbox Control Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement and (iii) a trust account with such Controlled Account Bank is no longer acceptable in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection AccountAgent’s reasonable judgment.

Controlled Accounts. (ai) Company Grantor shall (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 10 (each a "Controlled Account and Company shall notBank"), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to Grantor) into a bank account of Grantor (each, a "Controlled Account") at one of the Controlled Account Banks. (ii) Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an "Activation Instruction"), the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by Grantor which instruction may include that the Controlled Account Bank forward by daily sweep all amounts in the applicable Controlled Account to the Agent's Account. Agent agrees not to issue instructions referred to in clause (A) above or an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such instructions or Activation Instruction is issued. Agent agrees to instruct the Controlled Account Bank to promptly rescind an Activation Instruction (the "Rescission") if: (1) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (2) Business Days after Servicer or Company no additional Triggering Event has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections occurred and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or is continuing prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit date of the Lenders and subject Rescission or is reasonably expected to occur on or immediately after the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit date of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and Rescission. (iii) So long as no Event of Default has occurred and is continuing, Grantor may amend Schedule 10 to add or replace a trust account Controlled Account Bank or Controlled Account and shall upon such addition or replacement provide to Agent an amended Schedule 10; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the name of Company foregoing sentence) as promptly as practicable and under the sole dominion and control of, the Administrative in any event within forty-five (45) days after notice from Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement. The Lockbox Controlled Account Control Accounts or Agent's liability under any Controlled Account Agreement will provide that all funds with such Controlled Account Bank is no longer acceptable in the Lockbox Account will be swept daily into the Collection AccountAgent's reasonable judgment. (iv) [Reserved.]

Controlled Accounts. (a) Company shall establish and maintain cash management systems reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated trust account (the “Funding Account”) maintained at the Paying Agent into which proceeds of Revolving Loans may be funded at the direction of Company, Company shall not establish or maintain an account a Deposit Account or Securities Account other than a Controlled Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in an account a Securities Account or Deposit Account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Collateral Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. . (a) (b) On or prior to the Original Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Collateral Agent designated as the “Collection Account” in each case bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Collateral Agent for the benefit of the Lenders and subject to the applicable Securities Account Control Agreement, Agreement and (ii) a Deposit Account into which the proceeds of all Pledged LeasesReceivables, including by automatic debit from Leases Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "“Lockbox Account" ” as to which the Administrative Collateral Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Account Control Agreement. The Lockbox Account Control Agreement will provide that all funds (less an amount of up to $10,000 or such other amount as shall be mutually agreed in writing (which writing may be via electronic mail) between the Administrative Agent and the Company) in the Lockbox Account will be swept daily into the Collection Account.

Controlled Accounts. (a) Company shall establish and maintain cash management systems reasonably acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Other than a segregated trust account (the “Funding Account”) maintained at the Paying Agent into which proceeds of Loans may be funded at the direction of Company, Company shall not establish or maintain an account a Deposit Account or Securities Account other than a Controlled Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in an account a Securities Account or Deposit Account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring recurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Collateral Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. . (b) On or prior to the Closing Datedate hereof, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, of the Administrative Collateral Agent designated as the “Collection Account” and bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Collateral Agent for the benefit of the Lenders Secured Parties and subject to the applicable Securities Account Control Agreement, Agreement and (ii) a Deposit Account into which the proceeds of all Pledged LeasesReceivables, including by automatic debit from Leases Receivables Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "“Lockbox Account" ” as to which the Administrative Collateral Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Account Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.

Controlled Accounts. (a) Company No Credit Party shall establish and maintain cash management systems acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than a Deposit Account, Securities Account or Commodities Account that is not a Controlled Account and Company shall not, and shall cause Servicer not to no Credit Party will deposit Collections or proceeds thereof in an account a Deposit Account which is not a Controlled Account (Account; provided, that, inadvertent and non-reoccurring errors by Servicer that (i) no Credit Party shall be required to establish a Controlled Account with respect to any Deposit Account in applying such Collections or proceeds that are promptly, and in any event within two which Government Receivables (2) Business Days after Servicer or Company has (or should have had as defined in the exercise of reasonable diligencePledge and Security Agreement) knowledge thereof, cured shall not be considered are deposited so long as the cash amounts on deposit therein are transferred to a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations Controlled Account or any other amount due account permitted to be so utilized under any other this Section 6.17 as required pursuant to the terms of the Pledge and Security Agreement, (ii) the Credit Document Parties shall have up to 120 days (or such later date as set forth the Administrative Agent may agree to in this Agreement. On its reasonable discretion) after the consummation of a Permitted Acquisition (or with respect to acquisitions consummated prior to the Closing Date, Company shall cause up to be established and shall thereafter cause to be maintained, (i) a trust account 120 days (or sub-accountssuch later date as the Administrative Agent may agree to in its reasonable discretion) after the Closing Date) to establish Controlled Accounts with respect to each Deposit Account acquired in such Permitted Acquisition (or in such acquisition consummated prior to the Closing Date); provided, that if the Credit Parties are not able to establish Controlled Accounts as required pursuant to this Section 6.17 within such 120 day period (or such later date as the Administrative Agent may agree to in its reasonable discretion) after using commercially reasonable efforts, within 120 days (or such later date as the Administrative Agent may agree to in its reasonable discretion) after the expiration of such 120 day period (or such later date as the Administrative Agent may agree to in its reasonable discretion) such Credit Party shall (1) close such Deposit Account, and (2) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a event such Credit Party moves such Deposit Account into which the proceeds of all Pledged Leasesto another bank, including by automatic debit from Leases Obligors’ operating accountsestablish a Controlled Account therewith, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust each Credit Party may (w) maintain zero-balance accounts for the purpose of managing local disbursements and collections and may maintain payroll, withholding tax and other fiduciary accounts, (iv) the Credit Parties shall not be required to establish Controlled Accounts with respect to any account in which the name account balance is not in excess of Company $75,000 at any time, or any disbursement account, payroll, trust, tax and under employee benefit accounts and (v) the sole dominion Credit Parties shall not be required to establish Controlled Accounts for any Deposit Account, Securities Account or Commodities Account held by a Captive Insurance Subsidiary and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held committed to third-party administrators for Administrative Agent for the benefit payment of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection AccountParent Entity’s or its Subsidiaries’ insurance claims.

Controlled Accounts. (a) Company Each Grantor hereby agrees that it shall establish maintain all Account Collateral (i) in the case of the Company, with the Collateral Agent in the Recovery Event Proceeds Account, or (ii) in the case of any Grantor (including the Company), (A) in an Operating Account or (B) with a bank or financial institution (each, a “Pledged Account Bank”) that has agreed, pursuant to an Account Control Agreement among such Grantor, the Collateral Agent and maintain cash management systems such Pledged Account Bank, to (1) comply with instructions originated by the Collateral Agent directing the disposition of funds in the Account Collateral without the further consent of such Grantor and (2) waive or subordinate in favor of the Collateral Agent all claims of such Pledged Account Bank (including claims by way of a Lien or right of setoff or right of recoupment) to the Account Collateral. (b) Other than the Recovery Event Proceeds Account, the Initial Controlled Accounts and the Operating Accounts, each Grantor agrees it will not add any bank or financial institution that maintains any deposit or securities account for such Grantor or open any new deposit or securities accounts with any then existing Pledged Account Bank unless the Collateral Agent shall have received (i) at least ten Business Days prior written notice of such additional bank or financial institution or such new account, (ii) in the case of a bank or financial institution or Pledged Account Bank that is not the Collateral Agent, an Account Control Agreement duly executed by such new Person and such Grantor, or a supplement to an existing Account Control Agreement with such then existing Pledged Account Bank, covering such new account and (iii) opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (or other counsel reasonably acceptable to the Administrative Collateral Agent) and in-house counsel to such Grantor, includingin each case, without limitationaddressed to each Secured Party, with respect to blocked account arrangementssuch Account Control Agreement and in form and substance reasonably satisfactory to the Collateral Agent. Company Each Grantor agrees that it will not terminate any bank or financial institution as a Pledged Account Bank or terminate any Account Collateral, except that the Grantor may terminate any Controlled Account or Operating Account, and terminate a bank or financial institution as a Pledged Account Bank with respect to such Controlled Account, if the balance on deposit in, or credited to any such Controlled Account or Operating Account is equal to $0.00 and it gives the Collateral Agent at least ten Business Days’ prior written notice of such termination. (c) Each Grantor agrees that it shall not establish or maintain an account other on deposit in the aggregate for all Grantors in the Operating Accounts at any time more than $5,000,000. (d) Unless and until a Controlled Notice of Exclusive Control is issued pursuant to any Account and Company shall notControl Agreement, and shall cause Servicer not to deposit Collections or proceeds thereof in an account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds each Grantor hereby agrees that are promptly, and in any event within two (2) Business Days after Servicer or Company has it will invest (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintainedinvested) amounts on deposit in, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control ofcredited to, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and all Controlled Accounts subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide only in Cash Equivalents; provided that all funds the Collateral Agent shall not issue any Notice of Exclusive Control unless instructed to do so in the Lockbox Account will be swept daily into the Collection Accountaccordance with Section 6.01(a).

Controlled Accounts. (ai) Company Each Grantor shall (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Collateral Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(k) (each a "Controlled Account and Company shall notBank"), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and its Subsidiaries' Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to a breach Grantor) into a bank account of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Grantor (each, a "Controlled Account") at one of the Secured Parties Controlled Account Banks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Collateral Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Collateral Agent. Each such Controlled Account Agreement shall be delivered to provide, among other things, that (A) the Lenders for application to Controlled Account Bank will comply with any instructions originated by Collateral Agent directing the Obligations disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives any rights of setoff or recoupment or any other amount due under any claim against the applicable Controlled Account other Credit Document than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) the Controlled Account Bank will forward, by daily sweep, all amounts in the applicable Controlled Account to the Collateral Agent's Account. (iii) So long as set forth in this Agreement. On no Default or Event of Default has occurred and is continuing, the Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Collateral Agent, and (B) prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in time of the name opening of Company and under the sole dominion and control ofsuch Controlled Account, the Administrative applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Collateral Agent designated a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as the “Collection Account” bearing a designation clearly indicating promptly as practicable and in any event within forty-five (45) days of notice from Collateral Agent that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement, (ii) a Deposit Controlled Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited Accounts or Collateral Agent's liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.Collateral Agent's reasonable judgment;

Controlled Accounts. (a) Company From and after the Closing Date, the Credit Parties shall establish and maintain cash management systems acceptable ensure that the Collateral Agent is provided, to the Administrative Agentextent that it is available, includingview-only access to all securities accounts, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account deposit accounts and other than a Controlled Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in an account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds accounts of the Credit Parties that are promptlyCredit Parties or wholly-owned subsidiaries of the Credit Parties, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral which such view-only access shall be subject to an express trust the reasonable satisfaction of the Collateral Agent. All Securities Accounts, Deposit Accounts and other accounts of the Credit Parties (other than the Excluded Account) shall be subject to duly executed and delivered Control Agreements or otherwise become Controlled Accounts, it being understood that such Control Agreements will provide for the benefit Credit Parties to be able to access and use accounts subject to a Control Agreement prior to such time as the Collateral Agent shall have given notice that it is exercising control following the occurrence and continuation of an Event of Default. Other than the Excluded Accounts, or as expressly agreed with the Agent, the Credit Parties shall not maintain any Deposit Account or Securities Accounts not subject to a Control Agreement (or otherwise Controlled Accounts); provided that the Credit Parties may, subject to the prior written consent of the Administrative Agent (which such consent shall not be unreasonably delayed, conditioned or withheld) open new accounts, so long as prior to opening any such account (i) the Borrower Representative has notified the Agent of the account and (ii) the financial institution with which such account is opened, together with such Credit Party has executed and delivered to the Agent, a fully executed Control Agreement with respect to such account (or equivalent arrangement to ensure that such account is a Controlled Account), each in form and substance satisfactory to the Agent. The Credit Parties shall ensure that their Subsidiaries which are (x) non-Credit Parties or (y) are organized or formed in jurisdictions where Control Agreements or equivalent cash control arrangements are not possible sweep cash and Cash Equivalents in their accounts into Controlled Accounts of Credit Parties on behalf a periodic basis (prior to an Event of Default, at least once per week and after the occurrence of an Event of Default, as frequently as requested by the Agent but not more frequently than once daily); provided that prior to receipt of a written notice of an Event of Default from the Agent, the Subsidiaries shall only be required to sweep into the Controlled Accounts, cash and Cash Equivalents held in such accounts in excess of the amounts necessary for required debt service and to operate its business as currently operated (in each case, based on the amounts needed for such debt service and operations as reflected in the historical financial statements and the projections delivered to the Secured Parties and shall be delivered from time to time in accordance with the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in terms of this Agreement). On or prior to For the Closing Dateavoidance of doubt, Company deposits in a wallet on a cryptocurrency exchange shall cause not be required to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable a Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.

Controlled Accounts. (a) Company shall establish and maintain cash management systems acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than a Controlled Account and Company shall not, and shall cause Servicer Servicer, Subservicer and SST Subservicer to not to deposit Collections or proceeds thereof in an account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust held In a Controlled Account for the benefit of the Administrative Agent on behalf of the Secured Parties Lenders and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, of the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for the benefit of the Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged LeasesLeases and Pledged Retail Loans, including by automatic debit from Leases and Retail Loan Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.

Controlled Accounts. (ai) Company Within five (5) days following the Closing Date (the “Cash Management Transition Period”), each Loan Party shall (A) establish and maintain cash management systems acceptable at Lender all Cash Management Services, including all deposit accounts and lockbox services. Such Cash Management Services maintained by each Loan Party shall be of a type and on terms reasonably satisfactory to Lender; (ii) Until such time as the Loan Parties have established all of their Cash Management Services with Lender, during the Cash Management Transition Period each Loan Party shall maintain Cash Management Services of a type and on terms reasonably satisfactory to Lender at one or more of the banks set forth on Schedule 6.12(j) to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than Information Certificate (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of the Account Debtors of each Loan Party and each of its Subsidiaries forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to a breach Loan Party or to a Subsidiary of this covenant). All Collections and proceeds a Loan Party) into a bank account of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Loan Party (each, a “Controlled Account”) at one of the Secured Parties Controlled Account Banks; and (iii) During the Cash Management Transition Period, each Loan Party shall maintain Control Agreements with the applicable Controlled Account Bank, in form and substance reasonably acceptable to Lender. Each such Control Agreement shall be delivered provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Lender directing the disposition of the collected funds in such Controlled Account without further consent by the applicable Loan Party, (B) the Controlled Account Bank waives, subordinates, or agrees not to the Lenders for application to the Obligations exercise any rights of setoff or recoupment or any other amount due under any claim against the applicable Controlled Account other Credit Document as set forth in this Agreement. On or prior than for payment of its service fees and other charges directly related to the Closing Dateadministration of such Controlled Account and for returned checks or other items of payment, Company shall cause to be established and shall thereafter cause to be maintained(C) the Controlled Account Bank will forward, (i) a trust account (or sub-accounts) by daily standing wire transfer, all amounts in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject applicable Controlled Account to the applicable Control Agreement, (ii) a Deposit Collection Account into which the proceeds of all Pledged Leases, including or such other account as directed by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection AccountLender.

Controlled Accounts. (a) Company Each Grantor shall (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 10 (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable and necessary steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and its Domestic Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to a breach Grantor) into a bank account of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Grantor (each, a “Controlled Account”) at one of the Secured Parties Controlled Account Banks. (b) Each Grantor shall establish and maintain Controlled Account Agreements with Agent, Term Loan Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent and Term Loan Agent. Each such Controlled Account Agreement shall be delivered to the Lenders for application to the Obligations or any provide, among other amount due under any other Credit Document as set forth in this Agreement. On or prior to the Closing Datethings, Company shall cause to be established and shall thereafter cause to be maintained, that (i) a trust account the Controlled Account Bank will comply with any instructions originated by Agent (or sub-accounts) in or, after the name Term Loan Agent becomes the controlling agent pursuant to the terms of Company and under the sole dominion and control ofsuch Controlled Account Agreement, the Administrative Agent designated as Term Loan Agent) directing the “Collection Account” bearing a designation clearly indicating that disposition of the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to in such Controlled Account without further consent by the applicable Control AgreementGrantor, (ii) a Deposit the Controlled Account into which Bank waives any rights of setoff or recoupment or any other claim against the proceeds applicable Controlled Account other than for payment of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion its service fees and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant other charges directly related to the Lockbox Control Agreement administration of such Controlled Account and for returned checks or other items of payment, and (iii) a trust account upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the name applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Management Event has occurred. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) when such Cash Management Event is no longer in effect. (c) So long as no Default or Event of Company Default has occurred and under is continuing, Borrowers may amend Schedule 10 to add or replace a Controlled Account Bank or Controlled Account; provided, that, (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the sole dominion and control oftime of the opening of such Controlled Account, the Administrative applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent designated hereunder and Term Loan Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as the “Sales Tax Account” bearing a designation clearly indicating promptly as practicable and in any event within forty-five (45) days of notice from Agent that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement. The Lockbox Controlled Account Control Accounts or Agent’s liability under any Controlled Account Agreement will provide that all funds with such Controlled Account Bank is no longer acceptable in the Lockbox Account will be swept daily into the Collection AccountAgent’s reasonable judgment.

Controlled Accounts. (ai) Company Each Grantor shall (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(k) (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent's Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Dominion Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Dominion Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, and (2) Business Days after Servicer or Company no additional Dominion Triggering Event has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections occurred and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or is continuing prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit date of the Lenders and subject Rescission or is reasonably expected to occur on or immediately after the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit date of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a trust account in Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the name time of Company and under the sole dominion and control ofopening of such Controlled Account, the Administrative applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent designated hereunder a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as the “Sales Tax Account” bearing a designation clearly indicating promptly as practicable and in any event within forty-five (45) days of notice from Agent that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement. The Lockbox Controlled Account Control Accounts or Agent's liability under any Controlled Account Agreement will provide that all funds with such Controlled Account Bank is no longer acceptable in the Lockbox Account will be swept daily into the Collection AccountAgent's reasonable judgment.

Controlled Accounts. (ai.) Company Except as permitted by the Credit Agreement, each Grantor shall (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(k) (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks; (ii.) Except as permitted by the Credit Agreement, each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement, or, in the case of any Activation Instruction issued pursuant to clause (b) of the definition of Triggering Event, Excess Availability exceeds $10,000,000 for period of thirty (30) consecutive days after the date such Activation Instruction was issued and (2) Business Days after Servicer or Company no additional Triggering Event has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections occurred and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or is continuing prior to the Closing Date, Company shall cause date of the Rescission or is going to be established occur on or immediately after the date of the Rescission; So long as no Event of Default has occurred and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control ofis continuing, the Administrative Borrowers may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent designated a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as the “Collection Account” bearing a designation clearly indicating promptly as practicable and in any event within forty-five (45) days of notice from Agent that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement, (ii) a Deposit Controlled Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.Agent’s reasonable judgment; and

Controlled Accounts. (ai) Company Each Grantor shall (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(k) (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and its Non-CFC Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to a breach Grantor) into a bank account of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Grantor (each, a “Controlled Account”) at one of the Secured Parties Controlled Account Banks; (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall be delivered provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to the Lenders for application to the Obligations exercise any rights of setoff or recoupment or any other amount due under any claim against the applicable Controlled Account other Credit Document than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account; and (iii) So long as set forth in this Agreement. On no Default or Event of Default has occurred and is continuing, Borrowers may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in time of the name opening of Company and under the sole dominion and control ofsuch Controlled Account, the Administrative applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent designated a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as the “Collection Account” bearing a designation clearly indicating promptly as practicable and in any event within forty-five (45) days of notice from Agent that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement, (ii) a Deposit Controlled Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.Agent’s reasonable judgment;

Controlled Accounts. (a) Company Each Grantor hereby agrees that it shall establish maintain all Account Collateral (i) in the case of the Company, with the Collateral Agent in the Prepayment Account, or (ii) in the case of any Grantor (including the Company), (A) in an Operating Account or (B) with a bank or financial institution (each, a "Pledged Account Bank") that has agreed, pursuant to an Account Control Agreement among such Grantor, the Collateral Agent and maintain cash management systems such Pledged Account Bank, to (1) comply with instructions originated by the Collateral Agent directing the disposition of funds in the Account Collateral without the further consent of such Grantor and (2) waive or subordinate in favor of the Collateral Agent all claims of such Pledged Account Bank (other than customary rights of set-off, as may be agreed by the Collateral Agent in its reasonable discretion) to the Account Collateral. (b) Other than the Prepayment Account, the Initial Controlled Accounts and the Operating Accounts, each Grantor agrees it will not add any bank or financial institution that maintains any deposit or securities account for such Grantor or open any new deposit or securities accounts with any then existing Pledged Account Bank unless the Collateral Agent shall have received, on or prior to the date on which such bank or financial institution is added or such new account is opened, (i) written notice of such additional bank or financial institution or such new account, (ii) in the case of a bank or financial institution or Pledged Account Bank that is not the Collateral Agent, an Account Control Agreement duly executed by such new Person and such Grantor, or a supplement to an existing Account Control Agreement with such then existing Pledged Account Bank, covering such new account and (iii) if requested by the Collateral Agent, an opinion of counsel reasonably acceptable to the Administrative Collateral Agent, including, without limitation, with respect to blocked account arrangementsthe authorization, execution, delivery, validity and enforceability of, and perfection under, such Account Control Agreement. Company Each Grantor agrees that it will not terminate any bank or financial institution as a Pledged Account Bank or terminate any Account Collateral, except that the Grantor may terminate any Controlled Account or Operating Account, and terminate a bank or financial institution as a Pledged Account Bank with respect to such Controlled Account, if the balance on deposit in, or credited to any such Controlled Account or Operating Account is equal to $0.00 and it gives the Collateral Agent prompt written notice of such termination. (c) Each Grantor agrees that it shall not establish or maintain an account other on deposit in the aggregate for all Grantors in the Operating Accounts at any time more than $5,000,000. (d) Unless and until a Controlled Notice of Exclusive Control is issued pursuant to any Account and Company shall notControl Agreement, and shall cause Servicer not to deposit Collections or proceeds thereof in an account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds each Grantor hereby agrees that are promptly, and in any event within two (2) Business Days after Servicer or Company has it will invest (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintainedinvested) amounts on deposit in, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control ofcredited to, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and all Controlled Accounts subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds only in the Lockbox Account will be swept daily into the Collection AccountCash Equivalents.

Controlled Accounts. (a) Company Each Grantor hereby agrees that it shall establish maintain all Account Collateral in the case of the Company, with the Collateral Agent in a Pledged Account, or in the case of any Grantor (including the Company), (A) in an Operating Account or (B) with a bank or financial institution (each, a "Pledged Account Bank") that has agreed, pursuant to an Account Control Agreement among such Grantor, the Collateral Agent and maintain cash management systems such Pledged Account Bank, to (1) comply with instructions originated by the Collateral Agent directing the disposition of funds in the Account Collateral without the further consent of such Grantor and (2) waive or subordinate in favor of the Collateral Agent all claims of such Pledged Account Bank (including claims by way of a Lien or right of setoff or right of recoupment) to the Account Collateral. (b) Other than the Pledged Accounts, the Initial Controlled Accounts and the Operating Accounts, each Grantor agrees it will not add any bank or financial institution that maintains any deposit or securities account for such Grantor or open any new deposit or securities accounts with any then existing Pledged Account Bank unless the Collateral Agent shall have received (i) at least ten Business Days prior written notice of such additional bank or financial institution or such new account, (ii) in the case of a bank or financial institution or Pledged Account Bank that is not the Collateral Agent, an Account Control Agreement duly executed by such new Person and such Grantor, or a supplement to an existing Account Control Agreement with such then existing Pledged Account Bank, covering such new account and (iii) opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (or other counsel reasonably acceptable to the Administrative Collateral Agent) and in-house counsel to such Grantor, includingin each case, without limitationaddressed to each Secured Party, with respect to blocked account arrangements. Company shall not establish or maintain an account other than a Controlled such Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in an account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and in form and substance reasonably satisfactory to the Collateral Agent. Each Grantor agrees that it will not terminate any bank or financial institution as a Pledged Account Bank or terminate any Account Collateral, except that the Grantor may terminate any Controlled Account or Operating Account, and terminate a bank or financial institution as a Pledged Account Bank with respect to such Controlled Account, if the balance on deposit in, or credited to any such Controlled Account or Operating Account is equal to $0.00 and it gives the Collateral Agent at least ten Business Days' prior written notice of such termination. (iiic) a trust account Each Grantor agrees that it shall not maintain on deposit in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held aggregate for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds Grantors in the Lockbox Account will be swept daily into the Collection AccountOperating Accounts at any time more than $5,000,000.

Controlled Accounts. (ai) Company Within 90 days following the Agreement Date (the “Cash Management Transition Period”), each Borrower shall establish and maintain cash management systems acceptable at Lender all Cash Management Services, including all deposit accounts and lockbox services. Such Cash Management Services maintained by each Borrower shall be of a type and on terms reasonably satisfactory to Lender; (ii) Until such time as Borrowers have established all of their Cash Management Services with Lender, during the Cash Management Transition Period each Borrower shall maintain Cash Management Services of a type and on terms reasonably satisfactory to Lender at one or more of the banks set forth on Schedule 6.12(j) to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than Information Certificate (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a direct that all of the Account Debtors of each Borrower and each of its Subsidiaries forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two no later than the first Business Day after the date of receipt thereof, all of their Collections (2including those sent directly by their Account Debtors to a Borrower or to a Subsidiary of a Borrower) Business Days after Servicer into a bank account of such Borrower at one of the Controlled Account Banks (each, a “Controlled Account”); and (iii) During the Cash Management Transition Period, each Borrower shall maintain Control Agreements with the applicable Controlled Account Bank, in form and substance reasonably acceptable to Lender. Each such Control Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Lender directing the disposition of the collected funds in such Controlled Account without further consent by the applicable Borrower, (B) the Controlled Account Bank waives, subordinates, or Company has agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (or should have had C) the Controlled Account Bank will, upon the instruction of Lender, forward, by daily standing wire transfer, all amounts in the exercise of reasonable diligence) knowledge thereofapplicable Controlled Account to the Collection Account or such other account as directed by Lender. Notwithstanding the foregoing, cured Borrowers shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject required to an express trust for the benefit of Administrative Agent on behalf (y) provide Control Agreements with respect to bank accounts maintained with PNC Bank, National Association as of the Secured Parties Agreement Date unless Lender requests such Control Agreements in its Permitted Discretion following the Agreement Date (and shall be delivered Borrowers covenant and agree to close all such bank accounts no later than 90 days following the Lenders for application Agreement Date unless Lender agrees in writing to the Obligations extend such period), or any other amount due under any other Credit Document as set forth in this Agreement. On or prior (z) provide Control Agreements with respect to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including bank accounts maintained with Lender unless specifically requested by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection AccountLender.

Controlled Accounts. (ai) Company Each Grantor shall (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(l) (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the second Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to a breach Loan Party) into a bank account of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Grantor (each, a “Controlled Account”) at one of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this AgreementControlled Account Banks. On or prior to As of the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating acknowledges that the funds and other property credited thereto are held for Administrative Agent for the benefit cash management services maintained by Grantors as of the Lenders and subject Closing Date are satisfactory to the applicable Control Agreement, Agent; (ii) a Deposit Each Controlled Account into which Bank shall establish and maintain Controlled Account Agreements with Agent and the proceeds applicable Loan Party, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (x) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Loan Party, (y) the Controlled Account Bank has no rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (z) upon the instruction of the Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited amounts in the name applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless an Event of Company designated hereunder as Default has occurred and is continuing at the "Lockbox Account" as time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (A) the Event of Default upon which such Activation Instruction was issued has been cured or waived in writing in accordance with the Administrative Agent terms of this Agreement, and (B) no additional Event of Default has sole dominion occurred and control over such account for is continuing prior to the benefit date of the Secured Parties within Rescission or is reasonably expected to occur on or immediately after the meaning of Section 9-104(a)(2) date of the UCC pursuant to the Lockbox Control Agreement and Rescission; and (iii) So long as no Default or Event of Default has occurred and is continuing, any Grantor may amend Schedule 6(l) to add or replace a trust account in Controlled Account Bank or Controlled Account; provided, however, that (y) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (z) concurrently with the name opening of Company and under the sole dominion and control ofsuch Controlled Account, the Administrative applicable Loan Party and such prospective Controlled Account Bank shall have executed and delivered to Agent designated hereunder a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as the “Sales Tax Account” bearing a designation clearly indicating promptly as practicable, and in any event within forty-five (45) days, after notice from Agent that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement. The Lockbox Controlled Accounts or Agent’s liability under any Controlled Account Control Agreement will provide that all funds with such Controlled Account Bank is no longer acceptable in the Lockbox Account will be swept daily into the Collection AccountAgent’s reasonable judgment.

Controlled Accounts. (ai) Company On or before the Closing Date (or such later date as may be agreed to by Agent in its Permitted Discretion), each Loan Party shall (1) establish and maintain cash management systems acceptable on terms reasonably satisfactory to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish Agent at one or maintain an account other than more financial institutions (each a “Controlled Account and Company Bank”) pursuant to which such Loan Parties shall nottake reasonable steps to ensure that the Loan Parties’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and shall (2) deposit or cause Servicer not to deposit Collections or proceeds thereof in an account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are be deposited promptly, and in any event within two (2) no later than the third Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to a breach Loan Party) into a bank account of this covenant)such Loan Party (each, a “Controlled Account”) at one of the Controlled Account Banks. All Collections and proceeds of Collateral Each such Controlled Account shall be subject to an express trust for a Control Agreement, which shall provide (among other things) that (A) the benefit of Administrative Controlled Account Bank will comply with any instructions originated by Agent on behalf directing the disposition of the Secured Parties and shall be delivered to funds in such Controlled Account without further consent by the Lenders for application to applicable Loan Party, (B) the Obligations Controlled Account Bank subordinates any of its rights of setoff or recoupment or any other amount due under any claim against the applicable Controlled Account other Credit Document as set forth in this Agreement. On or prior than for payment of its service fees and other charges directly related to the Closing Dateadministration of such Controlled Account and for returned checks or other items of payment; provided, Company however, that Borrowers shall cause only be required to use commercially reasonable efforts to obtain such subordination from the Controlled Account Bank, and (C) the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to Agent’s Account. Any provision of this Section 5.20 to the contrary notwithstanding, the Loan Parties may maintain (A) Excluded Accounts, and (B) Deposit Accounts, so long as all the cash and Cash Equivalents contained therein consist of (1) proceeds from the issuance or incurrence of Indebtedness (including the Designated Accounts into which the Advances are deposited) or the issuance of Stock, (2) proceeds from the sale or other Disposition of assets (other than ABL Priority Collateral) or (3) proceeds of insurance and condemnation awards (and payments in lieu thereof) relating to any assets (other than ABL Priority Collateral) that are segregated from the cash management systems of the Loan Parties and which Deposit Accounts do not contain any proceeds of ABL Priority Collateral, and such Deposit Accounts shall not be required to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable a Control Agreement, (ii) a Deposit Account into which other than the proceeds of all Pledged LeasesDesignated Accounts, including by automatic debit from Leases Obligors’ operating accounts, shall or be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Accountconsidered Controlled Accounts.

Controlled Accounts. (a) Company shall establish and maintain cash management systems acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than a Controlled Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in an account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account. (b) Lockbox System (i) Company has established pursuant to the Lockbox Account Control Agreement and the other Control Agreements for the benefit of the Administrative Agent, on behalf of the Secured Parties, a system of lockboxes and related accounts or deposit accounts as described in Sections 2.11(a) and (b) (the “Lockbox System”) into which (subject to the proviso in Section 2.11(a)) all Collections shall be deposited. (ii) Company shall grant the Backup Servicer (and its delegates) and Administrative Agent read-only access to the Lockbox Account. (iii) Company shall not establish any lockbox or lockbox arrangement without the consent of the Administrative Agent in its discretion, and prior to establishing any such lockbox or lockbox arrangement, Company shall cause each bank or financial institution with which it seeks to establish such a lockbox or lockbox arrangement, to enter into a control agreement with respect thereto in form and substance satisfactory to the Administrative Agent. (iv) Without the prior written consent of the Administrative Agent, Company shall not (A) change the general instructions given to the Servicer in respect of payments on account of Pledged Leases to be deposited in the Lockbox System or (B) change any instructions given to any bank or financial institution which in any manner redirects any Collections or proceeds thereof in the Lockbox System to any account which is not a Controlled Account. (v) Company acknowledges and agrees that (A) the funds on deposit in the Lockbox System shall continue to be collateral security for the Obligations secured thereby, and (B) upon the occurrence and during the continuance of an Event of Default, at the election of the Requisite Lenders, the funds on deposit in the Lockbox System may be applied as provided in Section 2.12(b). (vi) Company has directed, and will at all times hereafter direct, the Servicer to direct payment from each of the Obligors on account of Pledged Leases directly to the Lockbox System. Company agrees (A) to instruct the Servicer to instruct each Obligors to make all payments with respect to Pledged Leases directly to the Lockbox System and (B) promptly (and, except as set forth in the proviso to this Section 2.11(c)(vi), in no event later than two (2) Business Days following receipt) to deposit all payments received by it on account of Pledged Leases, whether in the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise, in the Lockbox System in precisely the form in which they are received (but with any endorsements of Company necessary for deposit or collection), and until they are so deposited to hold such payments in trust for and as the property of the Administrative Agent; provided, however, that with respect to any payment received that does not contain sufficient identification of the account number to which such payment relates or cannot be processed due to an act beyond the control of the Servicer, such deposit shall be made no later than the second Business Day following the date on which such account number is identified or such payment can be processed, as applicable. The Company or its designee shall be permitted from time to time to request disbursement of funds on deposit in the Collection Account for the purchase of additional Eligible Leases pursuant to the terms and conditions of the Asset Sale Agreement and the Asset Purchase Agreement; provided that, (i) such additional Eligible Leases are purchased simultaneously with the funding date for a Loan hereunder and (ii) the Company has delivered a Borrowing Base Certificate evidencing, after giving effect to the transfer of Collections and the funding of any Loan being made on such date, no Borrowing Base Deficiency has occurred or will occur. Upon receipt of such certificate, and with the consent of and at the direction of the Administrative Agent (which direction shall not be unreasonably withheld, delayed or conditioned), the Paying Agent shall remit such funds to the account designated by the Company. (vii) The Company (or the Servicer on its behalf) shall, no more than one time per calendar week, deliver to the Paying Agent, the Administrative Agent and each Lender a certificate setting forth the amount of sales and use taxes paid by Obligors with respect to Pledged Leases since the most recently delivered certificate (or since the Closing Date, in the case of the first such certificate) and requesting the Paying Agent to transfer such amounts from the Collection Account to the Sales Tax Account. Upon receipt of such certificate and at the direction of the Administrative Agent, the Paying Agent shall remit funds in an amount equal to that specified in such certificate to the Sales Tax Account. (viii) No more than once per month, the Company (or the Servicer on its behalf) shall deliver to the Paying Agent, the Administrative Agent and each Lender a certificate certifying the amounts to be disbursed and requesting disbursement of funds from the Sales Tax Account in the amount necessary to pay all sales and use tax due or coming due with respect to the Pledged Leases. Upon receipt of such certificate, and at the direction of the Administrative Agent (which direction shall not be unreasonably withheld, delayed or conditioned), the Paying Agent shall transfer such funds to an account designated by the Servicer.

Controlled Accounts. (ai) Company Each Pledgor shall (i) establish and maintain cash management systems services of a type and on terms reasonably acceptable to the Administrative Collateral Agent (it being understood that, before the Discharge of First Lien Obligations, any type and terms deemed reasonably acceptable by the First Lien Collateral Agent shall be deemed reasonably acceptable to the Collateral Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish ) at one or maintain an account other than more of the banks set forth on Schedule 8(m) (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and each other Pledgor’s Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections ii) deposit or proceeds that are cause to be deposited promptly, and in any event within two no later than the first Business Day after the date of receipt thereof, all of their Collections (2including those sent directly by their Account Debtors to a Pledgor) Business Days into a bank account of such Pledgor (each, a “Controlled Account”) at one of the Controlled Account Banks. (ii) Each Controlled Account Bank shall establish and maintain Controlled Account Agreements with the Collateral Agent and the applicable Pledgor, in form and substance reasonably acceptable to the Collateral Agent (it being understood that, before the Discharge of First Lien Obligations, any form and substance deemed reasonably acceptable by the First Lien Collateral Agent shall be deemed reasonably acceptable to the Collateral Agent). Each such Controlled Account Agreement shall provide, among other things, that after Servicer the Discharge of First Lien Obligations (a) the Controlled Account Bank will comply with any instructions originated by the Collateral Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Pledgor, (b) the Controlled Account Bank has no rights of setoff or Company has recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (or should have had c) upon the instruction of the Collateral Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the exercise of applicable Controlled Account to the Collateral Agent’s Account. The Collateral Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. The Collateral Agent agrees to use commercially reasonable diligenceefforts to rescind an Activation Instruction (the “Rescission”) knowledge thereof, cured shall not be considered a breach if: (A) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of this covenant). All Collections Agreement, and proceeds (B) no additional Triggering Event has occurred and is continuing prior to the date of Collateral the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 8(m) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (i) such prospective Controlled Account Bank shall be subject reasonably satisfactory to an express trust for Collateral Agent, and (ii) prior to the benefit of Administrative Agent on behalf time of the Secured Parties opening of such Controlled Account, the applicable Pledgor and such prospective Controlled Account Bank shall be have executed and delivered to the Lenders for application Collateral Agent a Controlled Account Agreement. After the Discharge of First Lien Obligations, Borrower shall and shall cause each other Pledgor to, close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within 45 days of notice from the Collateral Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or the Obligations or any other amount due Collateral Agent’s liability under any other Credit Document as set forth in this Agreement. On or prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.Collateral Agent’s reasonable judgment; and

Controlled Accounts. Promptly after the date of this Agreement, Servicer shall establish, with a depository institution or trust company approved by Owner (the “Lockbox Bank”), (i) a post office box to which payments from Obligors in respect of the Investments shall be remitted for retrieval by the Lockbox Bank (the “Lockbox”), (ii) an account to which payments from Obligors in respect of the Investments may be wired and into which the Lockbox Bank shall deposit payments delivered by Obligors to the Lockbox (the “Lockbox Account”) and (iii) an account for the collection and retention of amounts deposited into the Lockbox Account (the “Collection Account” and collectively with the Lockbox Account, the “Controlled Accounts”). Sourcer shall cause the terms of each Contract to provide for the deposit of payments by the Obligor thereunder directly into the Lockbox or by wire transfer to the Lockbox Account. Servicer shall take the following actions with respect to the Controlled Accounts, except to the extent otherwise required under applicable law: (a) Company The Lockbox and each Controlled Account shall establish be established and maintain cash management systems acceptable maintained by Servicer in the name of Owner, and in the case of each Controlled Account, as a separate account (of a type that has been approved by Owner) at Lockbox Bank. (b) Servicer shall (i) monitor each Obligor’s compliance with applicable requirements in the Investment Documents to cause payments to be deposited into the Lockbox Account, to the Administrative Agentextent that such compliance can be reasonably ascertained by Servicer, including, without limitation, (ii) periodically notify Owner if Servicer has knowledge that an Obligor is not in compliance with such obligation and (iii) take such action with respect to blocked account arrangementssuch noncompliance as Owner shall direct. Company shall not establish In the event that any Obligor delivers a payment directly to Servicer rather than depositing the same in the Lockbox or maintain an account other than a Controlled the Lockbox Account, Servicer shall, within one (1) Business Day after receipt of the same, deposit such payment into the Collection Account and Company shall not, and direct the applicable Obligor to make future payments directly into the Lockbox and/or the Lockbox Account. (c) Servicer shall cause the Lockbox Bank to, on each Business Day, (i) deposit all funds in the Lockbox into the Lockbox Account and (ii) remit all collected funds on deposit in the Lockbox Account into the Collection Account. (d) Servicer not shall make transfers and payments from the Controlled Accounts in accordance with the terms of the related Investment Documents to deposit Collections the extent that Owner or proceeds thereof in an account which its designee is not a Controlled Account (permitted to make such transfers and payments pursuant to such Investment Documents; provided, thathowever, inadvertent and non-reoccurring errors by that Servicer in applying may not make any discretionary transfer or payment from the Controlled Accounts without the prior written direction of Owner. In the event that Servicer has the right to make such Collections a discretionary transfer or proceeds that are promptlypayment, it shall notify Owner as promptly as practical (and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise it obtains knowledge of reasonable diligencesuch right) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered request Owner’s direction. (e) Servicer shall maintain accurate records of each deposit to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior to the Closing Date, Company shall cause to be established and withdrawal from each Controlled Account and shall thereafter cause to be maintained, (i) a trust account (provide Owner with copies of any statements or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including information provided by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant an Obligor with respect to the Lockbox Control Agreement Account or amounts required to be deposited therein not later than the later of (A) the first payment date under the Investment Documents following the calendar month to which such statements or information relate and (iiiB) a trust account in the name promptly after Servicer’s receipt of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Accountsuch statements or information.

Controlled Accounts. (ai) Company The Borrower shall (i) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish Secured Party at one or maintain an account other than more of the banks set forth on SCHEDULE 6(L) (each a Controlled Account and Company shall not"CONTROLLED ACCOUNT BANK"), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections ii) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured all of its Collections (including those sent directly by the Account Debtors to the Borrower) into a bank account of the Borrower (each, a "CONTROLLED ACCOUNT") at one of the Controlled Account Banks. (ii) Each Controlled Account Bank shall not be considered a breach establish and maintain Controlled Account Agreements with the Secured Party and the Borrower, in form and substance reasonably acceptable to the Secured Party. Each such Controlled Account Agreement shall provide, among other things, that (a) the Controlled Account Bank will comply with any instructions originated by the Secured Party directing the disposition of this covenant). All Collections the funds in such Controlled Account without further consent by the Borrower, (b) the Controlled Account Bank has no rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and proceeds other charges directly related to the administration of Collateral shall be subject to an express trust such Controlled Account and for returned checks or other items of payment, and (c) upon the benefit of Administrative Agent on behalf instruction of the Secured Parties and shall be delivered to Party (an "ACTIVATION INSTRUCTION"), the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) Controlled Account Bank will forward by daily sweep all amounts in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject applicable Controlled Account to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" an account as to which the Administrative Agent Controlled Account Bank shall have received written notice from the Secured Party, together with appropriate wire transfer instructions enabling it to make such transfer. The Secured Party agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Default has sole dominion occurred and control over is continuing at the time such account for Activation Instruction is issued. The Secured Party agrees to use commercially reasonable efforts to rescind an Activation Instruction (the benefit "RESCISSION") if: (x) the Default by reason of which such Activation Instruction was issued is waived in writing in accordance with the terms of this Agreement, and (y) no additional Default has occurred prior to and is continuing on the date of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection AccountRescission.

Controlled Accounts. (ai) Company Each Grantor shall (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(k) (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to a breach Grantor) into a bank account of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Grantor (each, a “Controlled Account”) at one of the Secured Parties Controlled Account Banks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall be delivered to provide, among other things, that (A) the Lenders for application to Controlled Account Bank will comply with any instructions originated by Agent directing the Obligations disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives any rights of setoff or recoupment or any other amount due under any claim against the applicable Controlled Account other Credit Document than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. (iii) So long as set forth in this Agreement. On no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in time of the name opening of Company and under the sole dominion and control ofsuch Controlled Account, the Administrative applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent designated a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as the “Collection Account” bearing a designation clearly indicating promptly as practicable and in any event within forty-five (45) days of notice from Agent that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement, (ii) a Deposit Controlled Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.Agent’s reasonable judgment; and

Controlled Accounts. (ai) Company Each Grantor shall (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(k) (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event no later than the fifth (5th) Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks. (ii) Each Grantor shall establish, within two the time frame specified in the Credit Agreement, and thereafter maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, unless otherwise agreed by Agent in writing that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment or other chargebacks, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Triggering Event was based on Excess Availability being less than the product of 12.5% times the Maximum Revolver Amount, at least 30 consecutive days have passed since the date of the Activation Instruction in which Excess Availability is at all times greater than the product of 12.5% times the Maximum Revolver Amount, (2) Business Days after Servicer the Triggering Event was based on the occurrence of an Event of Default, such Event of Default has been waived in writing or Company has (or should have had cured in accordance with the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf terms of the Secured Parties Credit Agreement, and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or (3) no additional Triggering Event has occurred and is continuing prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit date of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a trust account in Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) to the name extent required by the Credit Agreement or the other Loan Documents, prior to the time of Company and under the sole dominion and control ofopening of such Controlled Account that is not an Excluded Deposit Account, the Administrative applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent designated hereunder a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Accounts in accordance with the foregoing sentence) as the “Sales Tax Account” bearing a designation clearly indicating promptly as practicable and in any event within ninety (90) days of written notice from Agent that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement. The Lockbox Controlled Account Control Accounts or Agent’s liability under any Controlled Account Agreement will provide that all funds with such Controlled Account Bank is no longer acceptable in the Lockbox Account will be swept daily into the Collection Account.Agent’s reasonable judgment;

Controlled Accounts. (ai) Company Each Loan Party shall establish and maintain cash management systems acceptable (A) take reasonable steps to ensure that all of the Account Debtors of each Loan Party forward payment of the amounts owed by them to such Loan Party directly to an account with one or more banks set forth on Schedule 6.12(j) to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish Information Certificate or maintain an account other than another financial institution that has executed a Control Agreement (each a “Controlled Account and Company shall notBank”), and shall (B) deposit or cause Servicer not to deposit Collections or proceeds thereof in an account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are be deposited promptly, and in any event within two (2) no later than the third Business Days Day after Servicer or Company has the date of receipt thereof (or should have had in such longer period as Agent agrees), all of their cash Collections (including those sent directly by their Account Debtors to a Loan Party) into a bank account of such Loan Party (each, a “Controlled Account”) at one of the exercise of reasonable diligenceControlled Account Banks; provided that the foregoing clauses (A) knowledge thereof, cured and (B) shall not be considered applicable to (i) ▇▇▇▇▇ cash not in excess of $250,000 in the aggregate held at retail stores of Parent or any of its Subsidiaries and (ii) cash or Cash Equivalents (or amounts on deposit in any Deposit Account or Securities Account) reasonably expected by the Borrowers to be used to pay any taxes required to be paid or incurred in connection with any transaction consummated pursuant to the Asset Purchase Agreements. (ii) Subject to any post-closing period provided for pursuant to Section 6.18, each Loan Party shall maintain Control Agreements with each Controlled Account Bank (other than any Controlled Account Bank where no Loan Party maintains a breach Deposit Account or Securities Account), in form and substance reasonably acceptable to Agent with respect to each Controlled Account. After the occurrence and during the continuance of this covenant). All Collections and proceeds an Event of Collateral shall be Default, subject to the terms of the Intercreditor Agreement, Agent shall have the sole and exclusive right to direct, and is hereby authorized to give instructions pursuant to such Control Agreement directing, the disposition of funds in the Controlled Accounts (any such instructions, an express trust for the benefit of Administrative “Activation Notice”) to Agent on behalf a daily basis, either to any account maintained by Agent at said Controlled Account Bank or by wire transfer to appropriate account(s) of the Secured Parties and shall Agent as Agent may direct and, in each case, to be delivered to the Lenders for application applied to the Obligations or any other amount due under any other Credit Document as in the manner set forth in Section 2.4(e). To the extent Agent issues an Activation Notice, Agent agrees to rescind such Activation Notice at such time as no Event of Default shall exist (it being understood that, notwithstanding any such rescission, Agent shall have the right and is authorized to issue an additional Activation Notice if an Event of Default shall exist at any time thereafter). For the avoidance of doubt, all notices required under this Agreement. On or prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, Section 6.12 shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Accountwriting.

Controlled Accounts. (ai) Company Parent shall and shall cause each Loan Party to (i) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(l) (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections ii) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to a breach Loan Party) into a bank account of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Loan Party (each, a “Controlled Account”) at one of the Secured Parties Controlled Account Banks. (ii) Each Controlled Account Bank shall establish and maintain Controlled Account Agreements with Agent and the applicable Loan Party, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall be delivered to provide, among other things, that (a) the Lenders for application to Controlled Account Bank will comply with any instructions originated by Agent directing the Obligations disposition of the funds in such Controlled Account without further consent by the applicable Loan Party, (b) the Controlled Account Bank has no rights of setoff or recoupment or any other amount due under any claim against the applicable Controlled Account other Credit Document as set forth than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (c) upon the instruction of the Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (x) the Triggering Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of this Agreement. On or , and (y) no additional Triggering Event has occurred and is continuing prior to the Closing Datedate of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Company shall cause Borrower may amend Schedule 6(l) to be established and shall thereafter cause to be maintainedadd or replace a Controlled Account Bank or Controlled Account; provided, however, that (i) a trust account (or sub-accounts) in the name of Company such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which prior to the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit time of the Secured Parties opening of such Controlled Account, the applicable Loan Party and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Parent shall and shall cause each Loan Party to close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within 45 days of notice from Agent that the meaning of Section 9-104(a)(2) operating performance, funds transfer, or availability procedures or performance of the UCC pursuant Controlled Account Bank with respect to the Lockbox Control Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement and (iii) a trust account with such Controlled Account Bank is no longer acceptable in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection AccountAgent’s reasonable judgment.

Controlled Accounts. (ai) Company Within 90 days following the Closing Date (or such longer period as Lender expressly agrees) (the “Cash Management Transition Period”), each Loan Party shall establish and maintain cash management systems acceptable at Lender or an Affiliate thereof all Cash Management Services, including all deposit accounts and lockbox services. Subject to the Administrative Agentterms of the Intercreditor Agreement, includingwhile a Cash Dominion Trigger Period is in effect, without limitationLender shall have the sole and exclusive right to direct the disposition of funds in all such deposit accounts (excluding any Term Priority Collateral). (ii) Until such time as the Loan Parties have established all of their Cash Management Services with Lender, during the Cash Management Transition Period each Loan Party may maintain Cash Management Services with respect one or more of the banks set forth on Schedule 6.12(j) to blocked account arrangements. Company the Information Certificate (each a “Controlled Account Bank”), and shall not establish or maintain an account other than (A) take reasonable steps to ensure that all of the Account Debtors of each Loan Party forward payment of the amounts owed by them to such Loan Party (excluding any Term Priority Collateral) directly to a Collection Account maintained at a Controlled Account and Company shall notBank, and shall (B) deposit or cause Servicer not to deposit Collections or proceeds thereof in an account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are be deposited promptly, and in any event within two (2) no later than the third Business Days Day after Servicer or Company has the date of receipt thereof (or should have had in such longer period as Lender agrees), all of their cash Collections (including those sent directly by their Account Debtors to a Loan Party) into a Collection Account of such Loan Party maintained at one of the exercise of reasonable diligenceControlled Account Banks; provided, that the foregoing clauses (A) knowledge thereof, cured and (B) shall not be considered applicable to (x) ▇▇▇▇▇ cash not in excess of $250,000 in the aggregate held at retail stores of Parent or any of its Subsidiaries and (y) cash or Cash Equivalents (or amounts on deposit in any Deposit Account or Securities Account) reasonably expected by the Borrowers to be used to pay any taxes required to be paid or incurred in connection with any transaction consummated pursuant to the Asset Purchase Agreements. (iii) Commencing on the date that is (a) 7 days after the Closing Date (or such later date as Lender expressly agrees) with respect to ▇▇▇▇▇ Fargo Bank, National Association and (b) 90 days after the Closing Date (or such later date as Lender expressly agrees) with respect to each other Controlled Account Bank, each Loan Party shall maintain Control Agreements with the applicable Controlled Account Bank (other than any Controlled Account Bank where no Loan Party maintains a breach Deposit Account or Securities Account), in form and substance reasonably acceptable to Lender. While a Cash Dominion Trigger Period is in effect, subject to the terms of this covenant). All Collections the Intercreditor Agreement, Lender shall have the sole and proceeds exclusive right to direct, and is hereby authorized to give instructions pursuant to such Control Agreement directing, the disposition of Collateral funds in the Controlled Accounts (excluding any Term Priority Collateral) (any such instructions, an “Activation Notice”) to Lender on a daily basis, either to any account maintained by Lender at said Controlled Account Bank or by wire transfer to appropriate account(s) at Lender and, in each case, such amounts shall be subject to an express trust for the benefit of Administrative Agent applied on behalf of the Secured Parties and shall be delivered to the Lenders for application a daily basis to the Obligations or any other amount due under any other Credit Document as in the manner set forth in this AgreementSection 2.4(e). On or prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) While no Cash Dominion Trigger Period is in the name of Company and under the sole dominion and control ofeffect, the Administrative Agent designated as Loan Parties shall retain the “Collection Account” bearing a designation clearly indicating that right to direct the funds and other property credited thereto are held for Administrative Agent for the benefit disposition of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will Controlled Accounts. To the extent Lender issues an Activation Notice, Lender agrees to rescind such Activation Notice at such time as no Cash Dominion Trigger Period shall exist (it being understood that, notwithstanding any such rescission, Lender shall have the right and is authorized to issue an additional Activation Notice if a Cash Dominion Trigger Period shall exist at any time thereafter). For the avoidance of doubt, all notices required under this Section 6.12 shall be swept daily into the Collection Accountin writing.

Controlled Accounts. (ai) Company Each Grantor shall (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 8 (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections B) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to a breach Grantor) into one or more bank accounts of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Grantor (each, a “Controlled Account”) at one of the Secured Parties Controlled Account Banks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall be delivered provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to the Lenders for application to the Obligations exercise any rights of setoff or recoupment or any other amount due under any claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account and all such amounts shall be applied in accordance with Section 2.4(b) of the Credit Document as set forth in this Agreement. On Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts except during a Trigger Period. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (or, if the Activation Instruction can not be rescinded, replace the Controlled Account Agreement with an identical un-activated Controlled Account Agreement or a similar Controlled Account Agreement in form and substance reasonably acceptable to Agent) (the “Rescission”) upon termination of a Trigger Period; provided that no such Rescission shall be required if more than 3 Trigger Periods have existed. (iii) So long as no Default or Event of Default has occurred and is continuing, Parent may add or replace a Controlled Account Bank or Controlled Account (subject to Section 6(q)); provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in time of the name opening of Company and under the sole dominion and control ofsuch Controlled Account, the Administrative applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent designated a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as the “Collection Account” bearing a designation clearly indicating promptly as practicable and in any event within 45 days of notice from Agent that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s Permitted Discretion. (iv) Notwithstanding the foregoing, except during the occurrence and subject to the applicable continuance of an Event of Default and then upon request of Agent, no Control Agreement, (ii) a Deposit Agreement or Controlled Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, Agreement shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as required with respect to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection any Excluded Account.

Controlled Accounts. (a) Company shall establish and maintain cash management systems acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than a Controlled Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in an account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior to the Closing date hereofSixth Amendment Effective Date, Company theeach Borrower shall cause to be established and shall thereafter cause to be maintained, (i) a trust deposit account (or sub-accounts) at the applicable Collection Account Bank, in the name of Company and under the sole dominion and control ofthesuch Borrower, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held Account for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreementsuch Borrower, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Collateral Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox applicable Collection Account Control Agreement. TheEach Collection Account Control Agreement shall provide that all available funds on deposit in the applicable Collection Account will be remitted to the applicable Disbursement Account on each Business Day. (b) On or prior to the date hereofSixth Amendment Effective Date, theeach Borrower shall cause to be established and (iii) maintained, a trust deposit account at the applicable Disbursement Account Bank, in the name of Company and under the sole dominion and control ofthesuch Borrower, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that Disbursement Account for such Borrower, as to which the funds and other property credited thereto are held for Administrative Collateral Agent has control for the benefit of the Lenders Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the applicable Disbursement Account Control Agreement. (c) All income from amounts on deposit in theeach Collection Account shall be retained in thesuch Collection Account, until the date on which the funds in thesuch Collection Account are swept to the applicable Disbursement Account in accordance with the applicable Collection Account Control Agreement. All income from amounts on deposit in theeach Disbursement Account shall be retained in thesuch Disbursement Account, until the next Settlement Date, at which time such income shall be applied, at the direction of the Collateral Agent in accordance with Section 2.10. TheEach Borrower shall treat all income from amounts on deposit in theits Disbursement Account as its income for federal, state and local income tax purposes. (d) Notwithstanding anything to the foregoing, subject to the applicable Control Agreement. The Lockbox Facility Availability and to the conditions set forth in Section 2.10(c) and Section 3.3, theeach Borrower, in accordance with Section 5.13, may use amounts on deposit in thesuch Borrower’s Disbursement Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Accountto purchase additional Receivables.

Controlled Accounts. (ai) Company Within 60 days following the Closing Date (the “Cash Management Transition Period”), each Loan Party shall establish and maintain cash management systems acceptable at Lender all Cash Management Services, including all deposit accounts and lockbox services; provided, however, that (A) each Loan Party may maintain Permitted Foreign Deposit Accounts, (B) Borrower may maintain deposit account no. 827012667 (“Controlled Account”) with HSBC USA NA (the “Controlled Account Bank”), provided that (x) such account complies with Section 6.12(c)(i), and (y) the amount on deposit in such account shall not exceed $50,000 at any time; and (C) this subparagraph (i) shall not apply to any Loan Party that does not maintain any deposit accounts at any banking institution. Such Cash Management Services maintained by Loan Party shall be of a type and on terms reasonably satisfactory to Lender; (ii) During the Cash Management Transition Period and thereafter, each Loan Party shall take reasonable steps to ensure that all of the Account Debtors (excluding Foreign Account Debtors) of each Loan Party forward payment of the amounts owed by them directly to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than a Controlled Collection Account and Company shall not, and shall deposit or cause Servicer not to deposit Collections or proceeds thereof in an account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered a breach all of this covenant). All their Collections and proceeds of Collateral shall be subject (including those sent directly by Account Debtors to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (iBorrower but excluding Collections from Foreign Account Debtors) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account; and (iii) During the Cash Management Transition Period (except to the extent provided in Exhibit C hereto), Loan Parties maintaining any deposit account other than Permitted Foreign Deposit Accounts shall maintain Control Agreements with the applicable Controlled Account Bank, in form and substance reasonably acceptable to Lender. Each such Control Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Lender directing the disposition of the collected funds in such Controlled Account without further consent by Loan Parties, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) the Controlled Account Bank will forward, by daily standing wire transfer, all amounts in the applicable Controlled Account to the Collection Account or such other account as directed by Lender. (iv) Notwithstanding anything to the contrary herein, all deposit accounts of the Loan Parties other than the Controlled Account shall be maintained with Lender within 30 days following the Permitted Foreign Subsidiary Reorganization.

Controlled Accounts. (a) Company shall establish and maintain cash management systems acceptable to the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than a Controlled Account and Company shall not, and shall cause Servicer Servicer, Subservicer and SST Subservicer to not to deposit Collections or proceeds thereof in an account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two (2) Business Days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged LeasesLeases and Pledged Retail Loans, including by automatic debit from Leases and Retail Loan Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account. (b) Lockbox System (i) Company has established pursuant to the Lockbox Account Control Agreement and the other Control Agreements for the benefit of the Administrative Agent, on behalf of the Secured Parties, a system of lockboxes and related accounts or deposit accounts as described in Sections 2.11(a) and (b) (the “Lockbox System”) into which (subject to the proviso in Section 2.11(a)) all Collections shall be deposited. (ii) Company shall grant the Backup Servicer (and its delegates) and Administrative Agent read-only access to the Lockbox Account. (iii) Company shall not establish any lockbox or lockbox arrangement without the consent of the Administrative Agent in its discretion, and prior to establishing any such lockbox or lockbox arrangement, Company shall cause each bank or financial institution with which it seeks to establish such a lockbox or lockbox arrangement, to enter into a control agreement with respect thereto in form and substance satisfactory to the Administrative Agent. (iv) Without the prior written consent of the Administrative Agent, Company shall not (A) change the general instructions given to the Servicer, Subservicer or SST Subservicer in respect of payments on account of Pledged Leases or Pledged Retail Loans to be deposited in the Lockbox System or (B) change any instructions given to any bank or financial institution which in any manner redirects any Collections or proceeds thereof in the Lockbox System to any account which is not a Controlled Account. (v) Company acknowledges and agrees that (A) the funds on deposit in the Lockbox System shall continue to be collateral security for the Obligations secured thereby, and (B) upon the occurrence and during the continuance of an Event of Default, at the election of the Requisite Lenders, the funds on deposit in the Lockbox System may be applied as provided in Section 2.12(b). (vi) Company has directed, and will at all times hereafter direct, each of the Servicer, Subservicer and SST Subservicer to direct payment from each of the Obligors on account of Pledged Leases and Pledged Retail Loans directly to the Lockbox System. Company agrees (A) to instruct each of the Servicer, Subservicer and SST Subservicer to instruct each Obligors to make all payments with respect to Pledged Leases and Pledged Retail Loans directly to the Lockbox System and (B) promptly (and, except as set forth in the proviso to this Section 2.11(c)(vi), in no event later than two (2) Business Days following receipt) to deposit all payments received by it on account of Pledged Leases and Pledged Retail Loans, whether in the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise, in the Lockbox System in precisely the form in which they are received (but with any endorsements of Company necessary for deposit or collection), and until they are so deposited to hold such payments in trust for and as the property of the Administrative Agent; provided, however, that with respect to any payment received that does not contain sufficient identification of the account number to which such payment relates or cannot be processed due to an act beyond the control of the Servicer, Subservicer or SST Subservicer, such deposit shall be made no later than the second Business Day following the date on which such account number is identified or such payment can be processed, as applicable. The Company or its designee shall be permitted from time to time to request disbursement of funds on deposit in the Collection Account; provided, that, (i) (A) no Default that, after notice or lapse of time or both, would constitute an Event of Default under Section 7.1(a) or (f), or resulting from the delivery of an incorrect Borrowing Base Certificate has occurred and is continuing, (B) no Event of Default has occurred and is continuing and (C) no event, circumstance or change has occurred that has caused, either in any case or in the aggregate, a Material Adverse Effect and (ii) the Company has delivered a Borrowing Base Certificate evidencing, after giving effect to the transfer of Collections, no Borrowing Base Deficiency has occurred or will occur; provided, further, that no funds shall be disbursed from the Collection Account unless the amount remaining on deposit in the Collection Account after such disbursement is at least equal to the Accrued Interest Amount as of such date and the aggregate amount of all accrued and unpaid fees (including Non-Use Fees and Commitment Fees) and expenses due hereunder and including (but not limited to) the Servicing Agreement and the Backup Servicing Agreement. Upon receipt of such certificate, and with the consent of and at the direction of the Administrative Agent (which direction shall not be unreasonably withheld, delayed or conditioned), the Paying Agent shall remit such funds to the account designated by the Company. (vii) The Company (or the Servicer on its behalf) shall, no more than one time per calendar week, deliver to the Paying Agent, the Administrative Agent and each Lender a certificate setting forth the amount of sales and use taxes paid by Obligors with respect to Pledged Leases since the most recently delivered certificate (or since the Closing Date, in the case of the first such certificate) and requesting the Paying Agent to transfer such amounts from the Collection Account to the Sales Tax Account. Upon receipt of such certificate and at the direction of the Administrative Agent, the Paying Agent shall remit funds in an amount equal to that specified in such certificate to the Sales Tax Account. (viii) No more than once per month, the Company (or the Servicer on its behalf) shall deliver to the Paying Agent, the Administrative Agent and each Lender a certificate certifying the amounts to be disbursed and requesting disbursement of funds from the Sales Tax Account in the amount necessary to pay all sales and use tax due or coming due with respect to the Pledged Leases. Upon receipt of such certificate, and at the direction of the Administrative Agent (which direction shall not be unreasonably withheld, delayed or conditioned), the Paying Agent shall transfer such funds to an account designated by the Servicer. (ix) If any amounts previously transferred to the Sales Tax Account pursuant to Section 2.11(b)(vii) with respect to sales and use taxes paid by Obligors were in excess of the amounts actually owed and paid by such Obligors (collectively “Overpayments”), and the aggregate amount of such Overpayments on deposit in the Sales Tax Account exceeds $100,000, the Company (or the Servicer on its behalf) may deliver to the Paying Agent, the Administrative Agent and each Lender, reasonable supporting documentation and certificate certifying the amounts to be disbursed and requesting disbursement of funds from the Sales Tax Account for such Overpayments with respect to Pledged Leases. Upon receipt of such certificate and documentation, and at the direction of the Administrative Agent (which direction shall not be unreasonably withheld, delayed or conditioned), the Paying Agent shall transfer such funds to the Collection Account.

Controlled Accounts. (ai) Company Each Grantor shall (A) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(k) (each a “Controlled Account and Company shall notBank”), and shall (B) deposit or cause Servicer not to deposit Collections or proceeds thereof in an account which is not a Controlled Account (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections or proceeds that are be deposited promptly, and in any event within two no later than the third Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment or otherwise agrees to terms regarding setoff or recoupment acceptable to Agent in its Permitted Discretion and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account, or comply with such other instructions as Agent shall specify. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Trigger Period has commenced and is continuing at the time such Activation Instruction is issued. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Trigger Period upon which such Activation Instruction was issued has ended in accordance with the definition thereof, and (2) Business Days after Servicer or Company no additional Trigger Period has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections occurred and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or is continuing prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit date of the Lenders and subject to the applicable Control Agreement, (ii) a Deposit Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Borrowers may amend Schedule 6(k) to add or replace a trust account in Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) prior to the name of Company and under the sole dominion and control time of, or substantially contemporaneously with, the Administrative opening of such Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent designated hereunder a Controlled Account Agreement. Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as the “Sales Tax Account” bearing a designation clearly indicating promptly as practicable and in any event within forty-five (45) days of notice from Agent that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement. The Lockbox Controlled Account Control Accounts or Agent’s liability under any Controlled Account Agreement will provide that all funds with such Controlled Account Bank is no longer acceptable in the Lockbox Account will be swept daily into the Collection Account.Agent’s reasonable judgment; and

Controlled Accounts. (ai) Company Within forty-five (45) days after the First Amended and Restated Effective Date, or such greater period of time as may be approved by the Agent (at the direction of the Required Lenders in their sole discretion), except for Permitted Foreign Deposit Accounts, each Loan Party shall establish and maintain cash management systems acceptable obtain a Control Agreement from each bank maintaining a Deposit Account or lockbox account (other than an Excluded Account) for such Loan Party, (ii) Notwithstanding any other provision set forth herein, upon the occurrence of an Event of Default, each Loan Party following the request of the Agent (at the direction of the Required Lenders in their sole discretion), shall (i) obtain a Control Agreement (or its substantial equivalent) from each bank maintaining a Permitted Foreign Deposit Account for such Loan Party, or (ii) to the Administrative Agentextent permitted by applicable law, includingclose any Permitted Foreign Deposit Account and transfer all funds in such account to the Designated Account. (iii) Within forty-five (45) days after the First Amended and Restated Effective Date, without limitationor such greater period of time as may be approved by the Agent (at the direction of the Required Lenders in their sole discretion), each Loan Party shall obtain a Control Agreement, from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for any such Loan Party; (iv) Within forty-five (45) days after the First Amended and Restated Effective Date, or such greater period of time as may be approved by the Agent (at the direction of the Required Lenders in their sole discretion), each Loan Party shall cause the Agent to obtain “control,” as such term is defined in the Code, with respect to blocked account arrangements. Company shall not establish or maintain an account other than a Controlled Account and Company shall not, and shall cause Servicer not to deposit Collections or proceeds thereof in an account which is not a Controlled Account all of such Loan Party’s investment property; (provided, that, inadvertent and nonv) Within forty-reoccurring errors by Servicer in applying such Collections or proceeds that are promptly, and in any event within two five (245) Business Days days after Servicer or Company has (or should have had in the exercise of reasonable diligence) knowledge thereof, cured shall not be considered a breach of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf of the Secured Parties and shall be delivered to the Lenders for application to the Obligations or any other amount due under any other Credit Document as set forth in this Agreement. On or prior to the Closing Date, Company shall cause to be established and shall thereafter cause to be maintained, (i) a trust account (or sub-accounts) in the name of Company and under the sole dominion and control of, the Administrative Agent designated as the “Collection Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement, (ii) opening a Deposit Account into which (other than an Excluded Account and, subject to Section 6.12(c)(ii), a Permitted Foreign Deposit Account) after the proceeds First Amended and Restated Effective Date, or such greater period of all Pledged Leasestime as may be approved by the Agent (at the direction of the Required Lenders in their sole discretion), including by automatic debit each Loan Party shall obtain a Control Agreement from Leases Obligors’ operating accounts, shall be deposited in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over bank maintaining such Deposit Account or lockbox account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2such Loan Party; (vi) of the UCC pursuant to the Lockbox Control Agreement and [Reserved]; and (iiivii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account[Reserved].

Controlled Accounts. (ai) Company Borrower shall and shall cause each Loan Party to (i) establish and maintain cash management systems acceptable services of a type and on terms reasonably satisfactory to Agent at one or more of the Administrative Agent, including, without limitation, with respect to blocked account arrangements. Company shall not establish or maintain an account other than banks set forth on Schedule 6(l) (each a “Controlled Account and Company shall notBank”), and shall cause Servicer not take reasonable steps to deposit Collections or proceeds thereof in an account which is not a ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (provided, that, inadvertent and non-reoccurring errors by Servicer in applying such Collections ii) deposit or proceeds that are cause to be deposited promptly, and in any event within two (2) no later than the first Business Days Day after Servicer or Company has (or should have had in the exercise date of reasonable diligence) knowledge receipt thereof, cured shall not be considered all of their Collections (including those sent directly by their Account Debtors to a breach Loan Party) into a bank account of this covenant). All Collections and proceeds of Collateral shall be subject to an express trust for the benefit of Administrative Agent on behalf such Loan Party (each, a “Controlled Account”) at one of the Secured Parties Controlled Account Banks. (ii) Each Controlled Account Bank shall establish and maintain Controlled Account Agreements with Agent and the applicable Loan Party, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall be delivered to provide, among other things, that (a) the Lenders for application to Controlled Account Bank will comply with any instructions originated by Agent directing the Obligations disposition of the funds in such Controlled Account without further consent by the applicable Loan Party, (b) the Controlled Account Bank has no rights of setoff or recoupment or any other amount due under any claim against the applicable Controlled Account other Credit Document than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (c) the Controlled Account Bank will forward, by daily sweep, all amounts in the applicable Controlled Account to the Agent’s Account. (iii) So long as set forth in this Agreement. On no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(l) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (i) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (ii) prior to the Closing Datetime of the opening of such Controlled Account, Company the applicable Loan Party and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Borrower shall and shall cause each Loan Party to be established close any of its Controlled Accounts (and shall thereafter cause to be maintained, (iestablish replacement Controlled Account accounts in accordance with the foregoing sentence) a trust account (or sub-accounts) as promptly as practicable and in the name any event within 45 days of Company and under the sole dominion and control of, the Administrative notice from Agent designated as the “Collection Account” bearing a designation clearly indicating that the operating performance, funds and other property credited thereto are held for Administrative Agent for the benefit transfer, or availability procedures or performance of the Lenders and subject Controlled Account Bank with respect to the applicable Control Agreement, (ii) a Deposit Controlled Account into which the proceeds of all Pledged Leases, including by automatic debit from Leases Obligors’ operating accounts, shall be deposited accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in the name of Company designated hereunder as the "Lockbox Account" as to which the Administrative Agent has sole dominion and control over such account for the benefit of the Secured Parties within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Control Agreement and (iii) a trust account in the name of Company and under the sole dominion and control of, the Administrative Agent designated hereunder as the “Sales Tax Account” bearing a designation clearly indicating that the funds and other property credited thereto are held for Administrative Agent for the benefit of the Lenders and subject to the applicable Control Agreement. The Lockbox Account Control Agreement will provide that all funds in the Lockbox Account will be swept daily into the Collection Account.Agent’s reasonable judgment; and