Common use of Deposit Accounts; Securities Accounts Clause in Contracts

Deposit Accounts; Securities Accounts. (a) Within 90 days following the Closing Date (as such date may be extended by the Administrative Agent in its sole discretion), the Borrowers and the Subsidiary Guarantors shall (i) have provided an updated Part A and Part B of Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts and Securities Accounts that are Specified Accounts and Excluded Accounts at such time, (ii) have caused each Deposit Account Bank and each Securities Intermediary with whom a Controlled Account is maintained to enter into a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable, and (iii) have deposited (and thereafter continue to deposit) in a Specified Account all cash received by them in respect of any Collateral. Except to the extent permitted by the immediately preceding sentence, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of Holdings. (b) In the event that (i) any Borrower, any Subsidiary Guarantor or any Deposit Account Bank or Securities Intermediary at a financial institution at which a Controlled Account is open, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason or (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Controlled Account, to make all future payments to another Controlled Account of the Administrative Borrower or a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement is in effect. (c) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agents and the Lenders hereunder in order for the Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers.

Deposit Accounts; Securities Accounts. (a) Within 90 days following the Closing Date (Except as such date may be extended by the Administrative Agent provided in its sole discretion)Section 5.19, the Borrowers and the Subsidiary Guarantors Loan Parties shall (i) have provided an updated Part A and Part B of Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts and Securities Accounts that are Specified Accounts and Excluded Accounts at such time, (ii) have caused each Deposit Account Bank and each Securities Intermediary with whom a Controlled Account is maintained to enter into a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable, and (iii) have deposited (and thereafter continue to deposit) deposit in a Specified an Approved Deposit Account all cash received by them (other than cash in respect of any Collateral. Except to the extent permitted by the immediately preceding sentenceExcluded Deposit Account), the Borrowers and the Subsidiary Guarantors shall (iii) not establish or maintain any Specified Securities Account unless that is not an Approved Securities Account and (iv) not establish or maintain any Deposit Account (other than any Excluded Deposit Account) that is not with a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled AccountBank. Each Restricted Loan Party shall instruct all account debtors of such Restricted Loan Party to remit all payments in Dollars to the appropriate Specified applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Deposit Account Bank (or to remit such payments to the applicable Deposit Account Bank by electronic settlement) with respect to all accounts of such account debtor, which remittances shall be collected by the applicable Deposit Account Bank and deposited into an Approved Deposit Account. All amounts received by any Restricted Loan Party and any Deposit Account Bank in respect of any account of an account debtor of any Restricted Loan Party shall upon receipt be deposited into a Specified an Approved Deposit Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of Holdings. (b) Each Deposit Account Control Agreement relating to an Approved Deposit Account shall (unless otherwise agreed by the Agent in its sole discretion) include provisions that allow, during any Cash Dominion Period, for all collected amounts held in such Approved Deposit Account from and after the date requested by the Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to an account maintained by the Agent or an Affiliate thereof. Subject to the terms of the respective Security Documents, all amounts received by the Agent shall be applied (and allocated) on a daily basis in accordance with Section 2.09(c). (c) In the event that (i) any Borrower, any Subsidiary Guarantor Loan Party or any Deposit Account Bank or Securities Intermediary at a financial institution at which a Controlled an Approved Deposit Account or an Approved Securities Account is open, in either case open shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason or reason, (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which a Controlled an Approved Deposit Account or an Approved Securities Account is open to fail to comply with the applicable Security Document or this Section 5.145.14 or (iii) the Agent determines in its sole discretion that the financial condition of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open has materially deteriorated, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Controlled Deposit Account or Securities Account, as the case may be, to make all future payments to another Controlled Approved Deposit Account or Approved Securities Account, as the case may be, in each case subject to a First Priority security interest in favor of the Administrative Borrower or a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement is in effectAgent for the benefit of the Secured Parties (subject only to Permitted Liens). (cd) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agents Agent and the Lenders hereunder in order for the Agents Agent and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the BorrowersBorrowers and in particular that any accommodations of credit are being provided by the Lenders to the Borrowers strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunder. (e) Loan Parties covenant and agree that (i) at no time shall the Loan Parties and their respective subsidiaries, including any Foreign Subsidiary, have on deposit with non-domestic banks, financial institutions, or securities intermediaries an aggregate amount in excess of $30,000,000; and (ii) in the event that amounts on deposit with non-domestic banks, financial institutions, or securities intermediaries at any time exceed $30,000,000, Loan Parties shall transfer or cause to be transferred such excess within three (3) Business Days to an Approved Deposit Account or an Approved Securities Account.

Deposit Accounts; Securities Accounts. No Loan Party shall, nor shall it permit any of its Subsidiaries that is a Loan Party to, (a) Within 90 maintain Deposit Accounts with any Person other than a Lender and which is subject to Account Control Agreements, or (b) maintain securities accounts that are not subject to Account Control Agreements; provided that, the requirements of the foregoing Section 6.26(a) shall not apply to (i) Deposit Accounts holding exclusively Excluded Funds (other than Cash Collateral Accounts), (ii) Deposit Accounts and securities accounts to the extent, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) of the Security Agreement, (iii) ▇▇▇▇▇ cash accounts with an amount not to exceed $250,000 in the aggregate, and (iv) only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, (A) in the event any Loan Party acquires any Deposit Account or securities account pursuant to an Acquisition, such Loan Party shall have thirty (30) days following from the date of such Acquisition (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent an Account Control Agreement therefor, and (B) as to any Deposit Accounts or securities accounts held with Bank of America, N.A. on the Closing Date, such Loan Party shall have thirty (30) days from the Closing Date (or such later date as such date may be extended by the Administrative Agent may agree to in its sole discretion), ) to deliver to the Borrowers Administrative Agent the Account Control Agreements therefor. Holdings and the Subsidiary Guarantors shall Borrower, for itself and on behalf of its Subsidiaries that are Loan Parties, hereby authorizes the Administrative Agent to deliver notices to the depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the following circumstances: (i) have provided following the occurrence of and during the continuation of an updated Part A and Part B Event of Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts and Securities Accounts that are Specified Accounts and Excluded Accounts at such timeDefault, (ii) have caused each Deposit Account Bank and each Securities Intermediary with whom if the Administrative Agent reasonably believes that a Controlled Account requested transfer by Holdings, the Borrower or any Subsidiary, as applicable, is maintained a request to enter into a Deposit Account Control Agreement transfer any funds from any account to any other account of Holdings, the Borrower or Securities Account Control Agreementany Subsidiary that is not permitted under this Section 6.26, (iii) as otherwise agreed to in writing by Holdings, the Borrower or any Subsidiary, as applicable, and (iiiiv) have deposited (and thereafter continue to deposit) in a Specified Account all cash received by them in respect of any Collateral. Except to the extent as otherwise permitted by the immediately preceding sentence, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of Holdingsapplicable Legal Requirement. (b) In the event that (i) any Borrower, any Subsidiary Guarantor or any Deposit Account Bank or Securities Intermediary at a financial institution at which a Controlled Account is open, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason or (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Controlled Account, to make all future payments to another Controlled Account of the Administrative Borrower or a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement is in effect. (c) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agents and the Lenders hereunder in order for the Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers.

Deposit Accounts; Securities Accounts. (a) Within 90 The Parent Borrower shall, and shall cause the other Domestic Loan Parties to, establish their primary depository and treasury management relationships with the Administrative Agent, another Lender or one or more of their respective Affiliates (or a Person that was the Administrative Agent, a Lender or one of their respective Affiliates as of the date such relationship was entered into) on or before the date that is 120 days following after the Closing Date (or such later date as such date may be extended by the Administrative Agent may reasonably agree). Unless the Administrative Agent otherwise agrees, once established, the Domestic Loan Parties will maintain such primary depository and treasury management relationships with the Administrative Agent, another Lender or one or more of their respective Affiliates (or a Person that was the Administrative Agent, a Lender or one of their respective Affiliates as of the date such relationship was entered into) at all times during the term of the Agreement. (b) The Parent Borrower shall, and shall cause the other Domestic Loan Parties to, (i) instruct all of its Account Debtors to forward payment of the amounts owed by such Account Debtors directly to a Collection Account (other than with respect to Accounts of Account Debtors consisting of the United States or any department, agent or instrumentality of the United States, if the terms of such Accounts or applicable Law prohibit payment into a Deposit Account subject to a Control Agreement), and (ii) deposit or cause to be deposited promptly, and in any event no later than the third Business Day (or the first Business Day during any Cash Dominion Period) after the date of receipt thereof (or such later date as the Administrative Agent may agree in its sole discretion), all of such Domestic Loan Party's collections and proceeds of ABL Priority Collateral (including those sent directly by any such Account Debtors to such Domestic Loan Party) into a Collection Account. (c) The Parent Borrower shall, and shall cause the Borrowers other Domestic Loan Parties to, cause each Deposit Account (excluding any Excluded Deposit Account but including each Collection Account) of a Domestic Loan Party and the Subsidiary Guarantors shall each Securities Account (excluding any Excluded Securities Account) of a Domestic Loan Party to be subject to a Control Agreement (i) have provided an updated Part A and Part B within 120 days in the case of Schedule 3.27any Deposit Account or Securities Account acquired as part of a Permitted Acquisition, reflecting truewith such period being deemed to begin on the date of the acquisition of such Deposit Account or Securities Account or (ii) within 30 days in the case of any Deposit Account or Securities Account created after the Closing Date, correct and complete list with such period deemed to begin on the date of their respective the creation of such Deposit Accounts and Account or Securities Accounts Account. (d) Each Control Agreement shall (unless otherwise reasonably agreed by the Administrative Agent) provide, among other things, that are Specified Accounts and Excluded Accounts at (i) the applicable bank or securities intermediary will comply with any instructions originated by the Administrative Agent directing the disposition of the funds in applicable Deposit Account or Securities Account subject to such timeControl Agreement, without further consent by the applicable Domestic Loan Party, (ii) have caused each the applicable bank or securities intermediary waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Deposit Account Bank and each Securities Intermediary with whom a Controlled Account is maintained to enter into a Deposit Account Control Agreement or Securities Account Control Agreementother than for (A) payment of its service fees and other charges directly related to the administration of such Deposit Account, as applicable(B) returned checks or other items of payment and (C) other customary items, and (iii) have deposited with respect to each Collection Account, upon written notice by the Administrative Agent to the applicable bank or securities intermediary that a Cash Dominion Period has commenced and is continuing (and thereafter continue to deposit) an "Activation Instruction"), the applicable bank will forward no less frequently than once per Business Day all amounts in a Specified the applicable Collection Account all cash received by them in respect (net of any Collateral. Except customary minimum balance as may be required to be maintained in such Collection Account by such depositary bank or as otherwise agreed by the Parent Borrower and the Administrative Agent) to the extent permitted by the immediately preceding sentenceAdministrative Agent's Account. Subject to Section 8.02, the Borrowers and the Subsidiary Guarantors shall Administrative Agent agrees not establish or maintain to issue an Activation Instruction with respect to any Specified Collection Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account Cash Dominion Period is a Non-Controlled Accountin effect. Each Restricted Party shall instruct all account debtors of such Restricted Party The Administrative Agent agrees to remit all payments in Dollars use commercially reasonable efforts to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of rescind an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At Activation Instruction once no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of Holdings. (b) In the event that (i) any Borrower, any Subsidiary Guarantor or any Deposit Account Bank or Securities Intermediary at a financial institution at which a Controlled Account is open, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason or (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Controlled Account, to make all future payments to another Controlled Account of the Administrative Borrower or a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement Cash Dominion Period is in effect. (ce) The parties hereto hereby acknowledgeSo long as no Default or Event of Default has occurred and is continuing and subject to compliance with Section 6.17(a) of this Agreement, confirm the Parent Borrower may amend Schedule 6.17 to add or replace a bank or securities intermediary and agree shall upon such addition or replacement provide to the Administrative Agent an amended Schedule 6.17; provided, however, that, other than in the case of Deposit Accounts or Securities Accounts acquired as part of a Permitted Acquisition, (i) such prospective bank or securities intermediary shall be satisfactory to the Administrative Agent in its Permitted Discretion (it being understood that any prospective bank or securities intermediary that is a Lender on the implementation Closing Date or an Affiliate of such a Lender shall be deemed to be satisfactory to the Administrative Agent in its Permitted Discretion), and (ii) prior to the time of the cash management arrangements contemplated herein is a contractual right provided to opening of such Deposit Account (excluding any Excluded Deposit Account but including each Collection Account) or Securities Account (excluding any Excluded Securities Account), the Agents applicable Domestic Loan Party, the applicable bank or securities intermediary and the Lenders hereunder Administrative Agent shall have executed and delivered a Control Agreement. Each Domestic Loan Party shall close any of its Deposit Accounts and Securities Account as promptly as practicable and in order for any event within 120 days after notice from the Agents and Administrative Agent that (x) the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claimoperating performance, funds transfer, or pursuant to, availability procedures or an enforcement of, any security performance of such bank or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement securities intermediary with respect to any Control Agreement or any control agreement unrelated to this Agreement is no longer acceptable in the Administrative Agent's Permitted Discretion or (y) the Administrative Agent's liability under any Control Agreement with such cash management arrangements bank or securities intermediary is no longer acceptable in making accommodations of credit available to the BorrowersAdministrative Agent's Permitted Discretion.

Deposit Accounts; Securities Accounts. (a) Within 90 days following Schedule 8.6 sets forth all Deposit Accounts and Securities Accounts maintained by Borrowers and other Obligors, including all Dominion Accounts as of the Closing Date. Subject to the terms of the Intercreditor Agreement, each Borrower and other Obligors shall take all actions necessary to establish Agent's control of each such Deposit Account and Securities Account and each new Deposit Account and Securities Account opened after the Closing Date (other than (a) accounts exclusively used for payroll, withholding tax and other fiduciary deposit accounts and (b) accounts containing not more than $1,000,000 for all such accounts at any time (each an "Excluded Account" and collectively for all such accounts in clauses (a) and (b) above, the "Excluded Accounts"); provided, that, until U.S. Borrowers and the other U.S. Facility Obligors shall have satisfied the requirements of Section 8.6(b), as long as (1) such Obligors maintain a Dominion Account with ▇▇▇▇▇ Fargo Bank, N.A. no. 4121872774 (the "Specified ▇▇▇▇▇ Master Account") and (2) funds on deposit in the Deposit Accounts set forth on Schedule 8.6(a) are swept and deposited in the Specified ▇▇▇▇▇ Master Account with the frequency shown for each such Deposit Account on Schedule 8.6(a), such Deposit Accounts shall not be required to be subject to Agent's control as provided in this Section 8.6(a). One or more Obligors shall be the sole account holders of each Deposit Account and Securities Account of any Obligor and shall not allow any other Person (other than Agent and, subject to the Intercreditor Agreement, the Term Loan Agent) to have control over a Deposit Account or a Securities Account or any Property deposited therein. Each Borrower and each other Obligor shall promptly notify Agent of any opening or closing of a Deposit Account or a Securities Account (other than an Excluded Account). Each Borrower shall (i) request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 8.2.4, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof (except with respect to up to $1,000,000 at any given time, the fifth Business Day after the receipt thereof), all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all ABL Priority Collateral (whether or not otherwise delivered to a lockbox) into one or more Dominion Accounts. All Net Proceeds of the sale or other disposition of any ABL Priority Collateral, shall be deposited directly into the applicable Dominion Accounts. (b) Commencing on the date that is one hundred and twenty (120) days after the Closing Date (or such later date as may be extended agreed to by the Administrative Agent in its sole discretion)) and continuing until Full Payment of the Obligations, the Borrowers each U.S. Borrower and the Subsidiary Guarantors other U.S. Facility Obligors shall cause all funds or other property of such U.S. Borrower or U.S. Facility Obligor maintained in any Deposit Accounts, (iother than the TL Priority Collateral Account) have provided an updated Part A and Part B of Schedule 3.27, reflecting true, correct and complete list of their respective to be solely maintained in Deposit Accounts and Securities Accounts that are Specified Accounts and Excluded Accounts at such timeheld with Bank of America, (ii) have caused each Deposit Account Bank and each Securities Intermediary with whom a Controlled Account is maintained to enter into a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable, and (iii) have deposited (and thereafter continue to deposit) in a Specified Account all cash received by them in respect of any Collateral. Except to the extent permitted by the immediately preceding sentence, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of Holdings. (b) In the event that (i) any Borrower, any Subsidiary Guarantor N.A. or any Deposit Account Bank or Securities Intermediary at a financial institution at which a Controlled Account is open, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason or (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Controlled AccountAffiliates, to make all future payments to another Controlled Account of the Administrative Borrower or a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement is in effectexcept for Excluded Accounts. (c) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agents and the Lenders hereunder in order for the Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers.

Deposit Accounts; Securities Accounts. (a) Within 90 days following the Closing Date (as such date may be extended by the Administrative Agent in its sole discretion)The Company shall not, the Borrowers and the nor shall it permit any Subsidiary Guarantors shall Note Party to: (i) have provided establish any new deposit accounts or securities accounts unless the same is subject to a first-priority Lien in favor of the Collateral Agent pursuant to an updated Part A and Part B of Schedule 3.27Account Control Agreement, reflecting true, correct and complete list of their respective Deposit Accounts and Securities Accounts that are Specified Accounts and Excluded Accounts at such time, (ii) have caused each Deposit or attempt to amend or terminate any Account Bank and each Securities Intermediary with whom a Controlled Account is maintained subject to enter into a Deposit an Account Control Agreement or Securities Account Control Agreementlockbox agreement without the prior written consent of the Required Holders, as applicable, unless such account and (iii) have deposited (and thereafter continue to deposit) in a Specified Account all cash received by them in respect of any Collateral. Except to the extent permitted by the immediately preceding sentence, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit such Account Control Agreement or lockbox agreement are concurrently replaced; provided that the foregoing restrictions shall not apply to (1) any deposit account that is subject to a Securities first priority Lien in favor of the Working Capital Facility Lender or (2) any account that is required under any foreign jurisdiction for purposes of satisfying a licensing requirement in such foreign jurisdiction, provided that the aggregate amount on deposit in all such foreign accounts does not exceed $500,000 at any time; and (ii) transfer cash, Cash Equivalents, securities or other financial assets from a deposit account or securities account that is subject to a first-priority Lien in favor of the Collateral Agent pursuant to an Account Control Agreement to a deposit or securities account that is not subject to a first-priority Lien in favor of the Collateral Agent pursuant to an Account Control Agreement; provided, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of Holdings. (b) In the event that (i) any Borrower, any Subsidiary Guarantor or any Deposit Account Bank or Securities Intermediary at a financial institution at which a Controlled Account is open, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason or (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Controlled Account, to make all future payments to another Controlled Account of the Administrative Borrower or a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement is in effect. (c) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agents and the Lenders hereunder in order for the Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoeverhowever, that the Company and its Subsidiaries may transfer cash management arrangements contemplated herein to an account that is an Excluded Account, provided that all such amounts on deposit are critical to used exclusively for the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to purpose for which such cash management arrangements in making accommodations of credit available to the BorrowersExcluded Account was created. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Deposit Accounts; Securities Accounts. (a) Within 90 thirty (30) days following after the Closing Date (as such date may be extended acquisition or establishment of any Deposit Account or Securities Account by any Loan Party, provide written notice thereof to the Administrative Agent in its sole discretion), the Borrowers and the Subsidiary Guarantors shall Lenders. (b) Cause (i) have provided an updated Part A and Part B of Schedule 3.27, reflecting true, correct and complete list of their respective all Deposit Accounts and Securities Accounts that are Specified Accounts of the Loan Parties (other than RedHill Parent) and Excluded Accounts at such time, (ii) have caused all Deposit Accounts and Securities Accounts of RedHill Parent containing Net Revenues of RedHill Parent or any of its Subsidiaries for any Product in the United States, in each case, at all times to be subject to Control Agreements, in each case in form and substance satisfactory to the Administrative Agent. RedHill Parent agrees that to the extent any of its Deposit Accounts and/or Securities Accounts contain Net Revenues of RedHill Parent or any of its Subsidiaries for any Product in the United States, it shall promptly notify the Administrative Agent thereof and create a first raking floating charge or otherwise create a security interest in favor of the Administrative Agent, for the benefit of the Lenders, over its rights under such accounts. (c) Maintain all of the cash, Cash Equivalents and other funds of the Loan Parties and their Subsidiaries (other than RedHill Parent, except with respect to Net Revenues of RedHill Parent or any of its Subsidiaries for any Product in the United States) in (i) Deposit Accounts or Securities Accounts, in each case, that are subject to a Control Agreement, or (ii) in Excluded Deposit Accounts. (d) Ensure that no Loan Party terminates any Deposit Account Bank and each Securities Intermediary with whom a Controlled Account is maintained to enter into a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable, and (iii) have deposited (and thereafter continue to deposit) in governed by a Specified Account all cash received by them in respect of any Collateral. Except to the extent permitted by the immediately preceding sentence, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or without the Administrative Agent’s prior written consent; provided, that, without the Administrative Agent’s consent, such Loan Party may from time to time to establish a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to replacement for a Deposit Account or Securities Account of Holdings and, to the extent that governed by a Control Agreement so long as any such payments are received in replacement is governed by a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of HoldingsControl Agreement. (b) In the event that (i) any Borrower, any Subsidiary Guarantor or any Deposit Account Bank or Securities Intermediary at a financial institution at which a Controlled Account is open, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason or (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Controlled Account, to make all future payments to another Controlled Account of the Administrative Borrower or a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement is in effect. (c) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agents and the Lenders hereunder in order for the Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers.

Deposit Accounts; Securities Accounts. (a) Within 90 days following [Reserved] (b) [Reserved] (c) The Parent Borrower shall, and shall cause the Closing Date other Domestic Loan Parties to, cause each Deposit Account (as such date may excluding any Excluded Deposit Account) of a Domestic Loan Party and each Securities Account (excluding any Excluded Securities Account) of a Domestic Loan Party to be extended by the Administrative Agent in its sole discretion), the Borrowers and the Subsidiary Guarantors shall subject to a Control Agreement (i) have provided an updated Part A and Part B of Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts and Securities Accounts that are Specified Accounts and Excluded Accounts at such time, (ii) have caused each Deposit Account Bank and each Securities Intermediary with whom a Controlled Account is maintained to enter into a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable, and (iii) have deposited (and thereafter continue to deposit) within 120 days in a Specified Account all cash received by them in respect the case of any Collateral. Except to the extent permitted by the immediately preceding sentence, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account acquired as part of Holdings anda Permitted Acquisition, with such period being deemed to begin on the extent that any date of the acquisition of such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (yii) deposit any amounts received by any Restricted Party within 30 days in respect the case of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account created after the Closing Date, with such period deemed to begin on the date of Holdingsthe creation of such Deposit Account or Securities Account. (bd) In Each Control Agreement shall (unless otherwise reasonably agreed by the event Administrative Agent) provide, among other things, that (i) the applicable bank or securities intermediary will comply with any Borrower, any Subsidiary Guarantor or any instructions originated by the Administrative Agent directing the disposition of the funds in applicable Deposit Account Bank or Securities Intermediary at a financial institution at which a Controlled Account is opensubject to such Control Agreement, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason or without further consent by the applicable Domestic Loan Party, and (ii) the Collateral applicable bank or securities intermediary waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Deposit Account or Securities Account other than for (A) payment of its service fees and other charges directly related to the administration of such Deposit Account, (B) returned checks or other items of payment and (C) other customary items. (e) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with Section 6.17(a) of this Agreement, the Parent Borrower may amend Schedule 6.17 to add or replace a bank or securities intermediary and shall upon such addition or replacement provide to the Administrative Agent shall demand such termination an amended Schedule 6.17; provided, however, that, other than in the case of Deposit Accounts or Securities Accounts acquired as part of a result Permitted Acquisition, prior to the time of the opening of such Deposit Account Bank (excluding any Excluded Deposit Account) or the Securities Intermediary at which a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14(excluding any Excluded Securities Account), the applicable Domestic Loan Party shall notify all of its obligors that were making payments to such terminated Controlled AccountParty, to make all future payments to another Controlled Account of the applicable bank or securities intermediary and the Administrative Borrower or Agent shall have executed and delivered a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement is in effectAgreement. (c) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agents and the Lenders hereunder in order for the Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers.

Deposit Accounts; Securities Accounts. Subject to Section 5.17, Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries that is a Loan Party to, (a) Within 90 days following the Closing Date maintain Deposit Accounts that are not subject to Account Control Agreements, or (as such date may be extended by the Administrative Agent in its sole discretion)b) maintain securities accounts that are not subject to Account Control Agreements; provided that, the Borrowers and requirements of the Subsidiary Guarantors foregoing Section 6.23(a) shall not apply to (i) have provided an updated Part A and Part B of Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts and Securities Accounts that are Specified Accounts and holding exclusively Excluded Accounts at such timeFunds, (ii) have caused each Deposit Accounts and securities accounts to the extent, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) of the Security Agreement, (iii) ▇▇▇▇▇ cash accounts with an amount not to exceed $250,000 in the aggregate, and (iv) only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, in the event any Loan Party acquires any Deposit Account Bank and each Securities Intermediary with whom a Controlled Account is maintained or securities account pursuant to enter into a Deposit an Acquisition, (y) within 120 days after the date of such Acquisition (or such later date as either of the First Lien Agent or the Collateral Agent may agree to in its sole discretion for the delivery of deposit account control agreements in respect thereof) deliver to the Collateral Agent an Account Control Agreement therefor and (z) for so long as any such acquired Deposit Account or Securities securities account is not subject to an Account Control Agreement, no cash or securities shall be transferred to such acquired Deposit Account or securities account. To the extent permitted under the Intercreditor Agreement, Holdings and the Borrower, for itself and on behalf of its Restricted Subsidiaries that are Loan Parties, hereby authorizes the Collateral Agent to deliver notices to the depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the following circumstances: (i) following the occurrence of and during the continuation of an Event of Default, (ii) if the Collateral Agent reasonably believes that a requested transfer by Holdings, the Borrower or any Restricted Subsidiary, as applicable, is a request to transfer any funds from any account to any other account of Holdings, the Borrower or any Restricted Subsidiary that is not permitted under this Section 6.23, (iii) as otherwise agreed to in writing by Holdings, the Borrower or any Restricted Subsidiary, as applicable, and (iiiiv) have deposited (and thereafter continue to deposit) in a Specified Account all cash received as otherwise required by them in respect of any Collateral. Except to the extent permitted by the immediately preceding sentence, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of Holdingsapplicable Legal Requirement. (b) In the event that (i) any Borrower, any Subsidiary Guarantor or any Deposit Account Bank or Securities Intermediary at a financial institution at which a Controlled Account is open, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason or (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Controlled Account, to make all future payments to another Controlled Account of the Administrative Borrower or a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement is in effect. (c) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agents and the Lenders hereunder in order for the Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers.

Deposit Accounts; Securities Accounts. (a) Within 90 days following Subject to Section 5.16, each DIP Loan Party shall maintain its deposit accounts and securities accounts in a manner satisfactory to the Closing Date Agent (as such date may be extended at the direction of the Required DIP Lenders), including (if requested by the Administrative Agent or Required DIP Lenders) subject to acceptable Control Agreements in order provide the Agent with perfection of its sole discretion), DIP Liens (for its benefit and for the Borrowers benefit of the DIP Lenders) on and in the Subsidiary Guarantors funds on deposit in any such deposit account (other than any Excluded Deposit Account) and is otherwise as set forth on Schedule 5.15; provided that the DIP Loan Parties shall (i) have provided an updated Part A and Part B of Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts and Securities Accounts that are Specified Accounts and Excluded Accounts at such time, (ii) have caused each Deposit Account Bank and each Securities Intermediary with whom a Controlled Account is maintained not be required to enter into a Deposit Account Control Agreement or Securities Account with respect to either SVB Cash Collateral Account; provided further that, regardless of whether a Control AgreementAgreement is delivered and executed, as applicableall such deposit accounts (other than Excluded Deposit Accounts but including the SVB Cash Collateral Accounts) shall in all cases, and (iii) have deposited (and thereafter continue to deposit) together with the funds on deposit in a Specified Account all cash received by them in respect of any Collateral. Except such deposit accounts, constitute DIP Collateral subject to the extent permitted by DIP Liens as provided herein, pursuant to the immediately preceding sentenceOrders; provided, further, for the avoidance of doubt, the Borrowers lien on the SVB Cash Collateral Accounts in favor of the Agent for its benefit and for the Subsidiary Guarantors benefit of the DIP Lenders shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars be junior to the appropriate Specified Account. All amounts received by any Restricted Party lien on such SVB Cash Collateral Accounts in respect favor of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of HoldingsSVB. (b) In the event that (i) any Borrower, any Subsidiary Guarantor or any Deposit Account Bank or Securities Intermediary at a financial institution at which a Controlled Account is open, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason or (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Controlled Account, to make all future payments to another Controlled Account of the Administrative Borrower or a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement is in effect[Reserved.] (c) The parties hereto hereby acknowledge, confirm and DIP Loan Parties agree that all deposits made in, and payments made to, a DIP Loan Party’s deposit account (other than any Excluded Deposit Account) and other funds received and collected by the implementation Agent, whether on the Accounts or other DIP Collateral or otherwise shall be the DIP Collateral of the cash management arrangements contemplated herein is a contractual right provided to the Agents Agent (for its benefit and the Lenders hereunder in order for the Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure benefit of the lending arrangements contemplated hereinDIP Lenders), that subject to Permitted Liens (including the Lenders are relying Permitted Senior Liens). (d) The DIP Loan Parties jointly and severally agree to reimburse the Agent promptly on demand for any amounts owed or paid to any financial institution or other Person involved in the transfer of funds to or from the deposit accounts arising out of the Agent’s payments to or indemnification of such financial institution or other Person. The obligation of the DIP Loan Parties’ acknowledgementParties to reimburse the Agent, confirmation for such amounts pursuant to this Section 5.15, shall survive the termination or non-renewal of this Agreement. (e) All proceeds of the DIP Loans shall be deposited into the DIP Loan Proceeds Deposit Account, and agreement with respect to such all amounts therein shall be invested at all times in cash management arrangements in making accommodations of credit available to and cash equivalents. Withdrawals from the BorrowersDIP Loan Proceeds Deposit Account shall only be used for the permitted purposes described under Section 5.13.

Deposit Accounts; Securities Accounts. (a) Within 90 days following the Closing Date (as such date may be extended by the Administrative Agent in its sole discretion), the Borrowers and the Subsidiary Guarantors shall (i) have provided an updated Part A and Part B of Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts and Securities Accounts that are Specified Accounts and Excluded Accounts at such time, (ii) have caused each Deposit Account Bank and each Securities Intermediary with whom a Controlled Account that is not a Residual Bank Account is maintained to enter into a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable, and (iii) have deposited (and thereafter continue to deposit) in a Specified Account all cash received by them in respect of any Collateral. If, following such 90th (or later) day, any Residual Bank Account remains open, the Borrowers and the Subsidiary Guarantors shall cause each Deposit Account Bank and each Securities Intermediary with whom any such Residual Bank Account is maintained to enter into a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable, within 30 days thereafter. Except to the extent permitted by the immediately preceding sentencetwo sentences, with respect to the respective periods set forth therein, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of Holdings. (b) In the event that (i) any Borrower, any Subsidiary Guarantor Guarantor, or any Deposit Account Bank or Securities Intermediary at a financial institution at which a Controlled Account is open, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason or (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Controlled Account, to make all future payments to another Controlled Account of the Administrative Borrower or a Subsidiary Guarantor in which a at Deposit Account Control Agreement or Securities Account Control Agreement is in effect. (c) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agents and the Lenders hereunder in order for the Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers.

Deposit Accounts; Securities Accounts. No Loan Party shall, nor shall it permit any of its Subsidiaries that is a Loan Party to, (a) Within 90 maintain deposit accounts with any Person other than a Lender and which is subject to Account Control Agreements, or (b) maintain securities accounts that are not subject to Account Control Agreements; provided that, the requirements of the foregoing Section 6.26(a) shall not apply to (i) deposit accounts holding exclusively Excluded Funds (other than Cash Collateral Accounts), (ii) deposit accounts and securities accounts to the extent, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) of the Security Agreement, and (iii) ▇▇▇▇▇ cash accounts with an amount not to exceed $250,000 in the aggregate; provided, however, (A) in the event any Loan Party acquires any deposit account or securities account pursuant to an Acquisition, such Loan Party shall have thirty (30) days following from the date of such Acquisition (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent an Account Control Agreement therefor, and (B) as to any deposit accounts or securities accounts held with Bank of America, N.A. on the Closing Date, such Loan Party shall have thirty (30) days from the Closing Date (or such later date as such date may be extended by the Administrative Agent may agree to in its sole discretion), ) to deliver to the Borrowers Administrative Agent the Account Control Agreements therefor. Holdings and the Subsidiary Guarantors shall Borrower, for itself and on behalf of its Subsidiaries that are Loan Parties, hereby authorizes the Administrative Agent to deliver notices to the depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the following circumstances: (i) have provided following the occurrence of and during the continuation of an updated Part A and Part B Event of Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts and Securities Accounts that are Specified Accounts and Excluded Accounts at such timeDefault, (ii) have caused each Deposit Account Bank and each Securities Intermediary with whom if the Administrative Agent reasonably believes that a Controlled Account requested transfer by Holdings, the Borrower or any Subsidiary, as applicable, is maintained a request to enter into a Deposit Account Control Agreement transfer any funds from any account to any other account of Holdings, the Borrower or Securities Account Control Agreementany Subsidiary that is not permitted under this Section 6.26, (iii) as otherwise agreed to in writing by Holdings, the Borrower or any Subsidiary, as applicable, and (iiiiv) have deposited (and thereafter continue to deposit) in a Specified Account all cash received by them in respect of any Collateral. Except to the extent as otherwise permitted by the immediately preceding sentence, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of Holdingsapplicable Legal Requirement. (b) In the event that (i) any Borrower, any Subsidiary Guarantor or any Deposit Account Bank or Securities Intermediary at a financial institution at which a Controlled Account is open, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason or (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Controlled Account, to make all future payments to another Controlled Account of the Administrative Borrower or a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement is in effect. (c) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agents and the Lenders hereunder in order for the Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers.

Deposit Accounts; Securities Accounts. (a) Within 90 30 days following the Closing Date (as such date may be extended by the Administrative Agent in its sole discretiondiscretion to a date not longer than 60 days following the Closing Date without the consent of the Co-Collateral Agents), the Borrowers and the Subsidiary Guarantors Loan Parties shall (i) have provided an updated Part A and Part B of Schedule 3.27, reflecting provide a true, correct and complete list in writing of their respective the Loan Parties’ Deposit Accounts and Securities Accounts that are Specified Accounts and Excluded Accounts at such time, (ii) have caused each Deposit Account Bank and each Securities Intermediary with whom a Controlled Account is maintained to enter into a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable, and (iii) have deposited deposit (and thereafter continue to deposit) in a Specified an Approved Deposit Account all cash received by them (other than cash in respect of any Collateral. Except to the extent permitted by the immediately preceding sentenceExcluded Deposit Account), the Borrowers and the Subsidiary Guarantors shall (iii) not establish or maintain any Specified Securities Account unless that is not an Approved Securities Account and (iv) not establish or maintain any Deposit Account (other than any Excluded Deposit Account) that is not with a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled AccountBank. Each Restricted Loan Party shall instruct all account debtors of such Restricted Loan Party to remit all payments in Dollars to the appropriate Specified applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Deposit Account Bank (or to remit such payments to the applicable Deposit Account Bank by electronic settlement) with respect to all accounts of such account debtor, which remittances shall be collected by the applicable Deposit Account Bank and deposited into an Approved Deposit Account. All amounts received by any Restricted Loan Party and any Deposit Account Bank in respect of any account of an account debtor of any Restricted Loan Party shall upon receipt be deposited into a Specified an Approved Deposit Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of Holdings. (b) Each Deposit Account Control Agreement relating to an Approved Deposit Account shall (unless otherwise agreed by the Agent in its sole discretion) include provisions that allow, during any Cash Dominion Period, for all collected amounts held in such Approved Deposit Account from and after the date requested by the Agent, to be sent by ACH or wire transfer or similar electronic transfer no less frequently than once per Business Day to an account maintained by the Agent or an Affiliate thereof. Subject to the terms of the respective Security Documents, all amounts received by the Agent shall be applied (and allocated) on a daily basis in accordance with Section 2.09(c). (c) In the event that (i) any Borrower, any Subsidiary Guarantor Loan Party or any Deposit Account Bank or Securities Intermediary at a financial institution at which a Controlled an Approved Deposit Account or an Approved Securities Account is open, in either case open shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason or reason, (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which a Controlled an Approved Deposit Account or an Approved Securities Account is open to fail to comply with the applicable Security Document or this Section 5.145.14 or (iii) the Agent determines in its sole discretion that the financial condition of the Deposit Account Bank or the Securities Intermediary at which an Approved Deposit Account or an Approved Securities Account is open has materially deteriorated, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Controlled Deposit Account or Securities Account, as the case may be, to make all future payments to another Controlled Approved Deposit Account or Approved Securities Account, as the case may be, in each case subject to a First Priority security interest in favor of the Administrative Borrower or a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement is in effectAgent for the benefit of the Secured Parties (subject only to Permitted Liens). (cd) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agents Agent and the Lenders hereunder in order for the Agents Agent and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the BorrowersBorrowers and in particular that any accommodations of credit are being provided by the Lenders to the Borrowers strictly on the basis of a borrowing base calculation to fully support and collateralize any such accommodations of credit hereunder. (e) Loan Parties covenant and agree that (i) at no time shall the Loan Parties and their respective subsidiaries, including any Foreign Subsidiary, have on deposit with non-domestic banks, financial institutions, or securities intermediaries an aggregate amount in excess of $30,000,000; and (ii) in the event that amounts on deposit with non-domestic banks, financial institutions, or securities intermediaries at any time exceed $30,000,000, Loan Parties shall transfer or cause to be transferred such excess within three (3) Business Days to an Approved Deposit Account or an Approved Securities Account.

Deposit Accounts; Securities Accounts. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, (a) Within 90 maintain deposit accounts with any Person other than a Lender and which is subject to Account Control Agreements, or (b) maintain securities accounts that are not subject to Account Control Agreements; provided that, the requirements of the foregoing Section 6.24(a) shall not apply to (i) escrow accounts and third party cash pledges or deposits made in the ordinary course of business, in each case, held for the benefit of an unaffiliated third party pursuant to binding contractual agreements, and (ii) ▇▇▇▇▇ cash accounts with an amount not to exceed $1,000,000 in the aggregate; provided, however, (A) in the event any Loan Party acquires any deposit account or securities account pursuant to an Acquisition, such Loan Party shall have thirty (30) days following from the Closing Date date of such Acquisition (or such later date as such date may be extended by the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent an Account Control Agreement therefor, and (B) as to any deposit accounts or securities accounts held on the Effective Date that are not already subject to an Account Control Agreement (but including, for the avoidance, such accounts that are subject to “Control Agreements” as defined in the Existing Credit Agreement), such Loan Party shall have forty-five (45) days from the Borrowers Effective Date (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent the Account Control Agreements therefor. The Borrower, for itself and on behalf of its Restricted Subsidiaries that are Loan Parties, hereby authorizes the Subsidiary Guarantors shall Administrative Agent to deliver notices to the depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the following circumstances: (i) have provided following the occurrence of and during the continuation of an updated Part A and Part B Event of Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts and Securities Accounts that are Specified Accounts and Excluded Accounts at such timeDefault, (ii) have caused each Deposit Account Bank and each Securities Intermediary with whom if the Administrative Agent reasonably believes that a Controlled Account requested transfer by the Borrower or any Restricted Subsidiary, as applicable, is maintained a request to enter into a Deposit Account Control Agreement transfer any funds from any account to any other account of the Borrower or Securities Account Control Agreementany Restricted Subsidiary that is not permitted under this Section 6.24, (iii) as otherwise agreed to in writing by the Borrower or any Restricted Subsidiary, as applicable, and (iiiiv) have deposited (and thereafter continue to deposit) in a Specified Account all cash received by them in respect of any Collateral. Except to the extent as otherwise permitted by the immediately preceding sentence, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of Holdingsapplicable Legal Requirement. (b) In the event that (i) any Borrower, any Subsidiary Guarantor or any Deposit Account Bank or Securities Intermediary at a financial institution at which a Controlled Account is open, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason or (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Controlled Account, to make all future payments to another Controlled Account of the Administrative Borrower or a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement is in effect. (c) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agents and the Lenders hereunder in order for the Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers.

Deposit Accounts; Securities Accounts. No Loan Party shall, nor shall it permit any of its Subsidiaries that is a Loan Party to, (a) Within 90 maintain deposit accounts with any Person other than a Lender and which is subject to Account Control Agreements, or (b) maintain securities accounts that are not subject to Account Control Agreements; provided that, the requirements of the foregoing Section 6.26(a) shall not apply to (i) deposit accounts holding exclusively Excluded Funds (other than Cash Collateral Accounts), (ii) deposit accounts and securities accounts to the extent, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) or Section 2.1(b)(vi) of the Security Agreement, (iii) ▇▇▇▇▇ cash accounts with an amount not to exceed $250,000 in the aggregate, and (iv) only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, (A) in the event any Loan Party acquires any deposit account or securities account pursuant to an Acquisition, such Loan Party shall have thirty (30) days following from the date of such Acquisition (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent an Account Control Agreement therefor, and (B) as to any deposit accounts or securities accounts held with Bank of America, N.A. on the Closing Date, such Loan Party shall have thirty (30) days from the Closing Date (or such later date as such date may be extended by the Administrative Agent may agree to in its sole discretion), ) to deliver to the Borrowers Administrative Agent the Account Control Agreements therefor. Holdings and the Subsidiary Guarantors shall Borrower, for itself and on behalf of its Subsidiaries that are Loan Parties, hereby authorizes the Administrative Agent to deliver notices to the depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the following circumstances: (i) have provided following the occurrence of and during the continuation of an updated Part A and Part B Event of Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts and Securities Accounts that are Specified Accounts and Excluded Accounts at such timeDefault, (ii) have caused each Deposit Account Bank and each Securities Intermediary with whom if the Administrative Agent reasonably believes that a Controlled Account requested transfer by Holdings, the Borrower or any Subsidiary, as applicable, is maintained a request to enter into a Deposit Account Control Agreement transfer any funds from any account to any other account of Holdings, the Borrower or Securities Account Control Agreementany Subsidiary that is not permitted under this Section 6.26, (iii) as otherwise agreed to in writing by Holdings, the Borrower or any Subsidiary, as applicable, and (iiiiv) have deposited (and thereafter continue to deposit) in a Specified Account all cash received by them in respect of any Collateral. Except to the extent as otherwise permitted by the immediately preceding sentence, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of Holdings. (b) In the event that (i) any Borrower, any Subsidiary Guarantor or any Deposit Account Bank or Securities Intermediary at a financial institution at which a Controlled Account is open, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason or (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Controlled Account, to make all future payments to another Controlled Account of the Administrative Borrower or a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement is in effectLegal Requirement. (c) The parties hereto Credit Agreement is hereby acknowledgeamended by replacing the words “deposit account” and “deposit accounts” wherever they appear with the words “Deposit Account” or “Deposit Accounts”, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agents and the Lenders hereunder in order for the Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowersas applicable.

Deposit Accounts; Securities Accounts. (a) Within 90 days following the Closing Date (as such date may be extended by the Administrative Agent in its sole discretion), the Borrowers and the Subsidiary Guarantors shall (i) have provided an updated Part A and Part B While a Dominion Trigger Period is in effect, the Agent may prevent withdrawals or other dispositions of Schedule 3.27, reflecting true, correct and complete list of their respective funds in Deposit Accounts and Securities Accounts that are Specified Accounts and Excluded Accounts at such time, subject to control agreements or held with any Secured Party. (ii) have caused To further secure the prompt payment and performance of its Obligations, each Borrower hereby grants to Agent a continuing security interest in and Lien upon all amounts credited to any Deposit Account Bank of such Borrower, including sums in any blocked, lockbox, sweep or collection account. Each Borrower hereby authorizes and directs each Securities Intermediary with whom a Controlled Account is maintained bank or other depository to enter into a deliver to Agent, upon request, all balances in any Deposit Account Control Agreement maintained for such Borrower, without inquiry into the authority or Securities Account Control Agreement, as applicable, and right of Agent to make such request. (iii) have deposited Cash Collateral may be invested, at Agent's discretion (and thereafter continue with the consent of Borrowers, as long as no Event of Default exists), but Agent shall have no duty to deposit) in a Specified Account all cash received by them in respect do so, regardless of any Collateral. Except to the extent permitted by the immediately preceding sentence, the Borrowers and the Subsidiary Guarantors shall not establish agreement or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors course of such Restricted Party to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of Holdings. (b) In the event that (i) dealing with any Borrower, and shall have no CHI:2851193.2 responsibility for any Subsidiary Guarantor investment or any Deposit loss. As security for its Obligations, each Borrower hereby grants to Agent a security interest in and Lien upon all Cash Collateral held from time to time and all proceeds thereof, whether held in a Cash Collateral Account Bank or Securities Intermediary at a financial institution at which a Controlled Account is openotherwise. Agent may apply Cash Collateral to the payment of such Obligations as they become due, in either case such order as Agent may elect. Each Cash Collateral Account and all Cash Collateral shall terminate a Deposit Account Control Agreement be under the sole dominion and control of Agent, and no Borrower or a Securities Account Control Agreement for other Person shall have any reason or (ii) the Collateral Agent shall demand such termination as a result right to any Cash Collateral, until Full Payment of the Deposit Account Bank or the Securities Intermediary at which a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Controlled Account, to make all future payments to another Controlled Account of the Administrative Borrower or a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement is in effectObligations. (c) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agents and the Lenders hereunder in order for the Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers.

Deposit Accounts; Securities Accounts. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, (a) Within 90 maintain deposit accounts with any Person other than a Lender and which is subject to Account Control Agreements, or (b) maintain securities accounts that are not subject to Account Control Agreements; provided that, the requirements of the foregoing Section 6.24(a) shall not apply to (i) escrow accounts and third party cash pledges or deposits made in the ordinary course of business, in each case, held for the benefit of an unaffiliated third party pursuant to binding contractual agreements, and (ii) ▇▇▇▇▇ cash accounts with an amount not to exceed $1,000,000 in the aggregate; provided, however, (A) in the event the Borrower or any Restricted Subsidiary acquires any deposit account or securities account pursuant to an Acquisition, such Loan Party shall have thirty (30) days following from the Closing Date date of such Acquisition (or such later date as such date may be extended by the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent an Account Control Agreement therefor, and (B) as to any deposit accounts or securities accounts held on the Effective Date that are not already subject to an Account Control Agreement (but including, for the avoidance, such accounts that are subject to “Control Agreements” as defined in the Existing Credit Agreement), such Loan Party shall have forty-five (45) days from the Borrowers Effective Date (or such later date as the Administrative Agent may agree to in its sole discretion) to deliver to the Administrative Agent the Account Control Agreements therefor. The Borrower, for itself and on behalf of its Restricted Subsidiaries that are Loan Parties, hereby authorizes the Subsidiary Guarantors shall Administrative Agent to deliver notices to the depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the following circumstances: (i) have provided following the occurrence of and during the continuation of an updated Part A and Part B Event of Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts and Securities Accounts that are Specified Accounts and Excluded Accounts at such timeDefault, (ii) have caused each Deposit Account Bank and each Securities Intermediary with whom if the Administrative Agent reasonably believes that a Controlled Account requested transfer by the Borrower or any Restricted Subsidiary, as applicable, is maintained a request to enter into a Deposit Account Control Agreement transfer any funds from any account to any other account of the Borrower or Securities Account Control Agreementany Restricted Subsidiary that is not permitted under this Section 6.24, (iii) as otherwise agreed to in writing by the Borrower or any Restricted Subsidiary, as applicable, and (iiiiv) have deposited (and thereafter continue to deposit) in a Specified Account all cash received by them in respect of any Collateral. Except to the extent as otherwise permitted by the immediately preceding sentence, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of Holdingsapplicable Legal Requirement. (b) In the event that (i) any Borrower, any Subsidiary Guarantor or any Deposit Account Bank or Securities Intermediary at a financial institution at which a Controlled Account is open, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason or (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Controlled Account, to make all future payments to another Controlled Account of the Administrative Borrower or a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement is in effect. (c) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agents and the Lenders hereunder in order for the Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers.

Deposit Accounts; Securities Accounts. Holdings and the Borrower shall not, and shall not permit any of their respective Restricted Subsidiaries that is a Loan Party to, (a) Within 90 days following the Closing Date maintain Deposit Accounts that are not subject to Account Control Agreements, or (as such date may be extended by the Administrative Agent in its sole discretion)b) maintain securities accounts that are not subject to Account Control Agreements; provided that, the Borrowers and requirements of the Subsidiary Guarantors foregoing Section 6.23 (a) [Deposit Accounts; Securities Accounts] shall not apply to (i) have provided an updated Part A and Part B of Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts and Securities Accounts that are Specified Accounts and holding exclusively Excluded Accounts at such timeFunds, (ii) have caused each Deposit Accounts and securities accounts to the extent, and only to the extent, constituting “Excluded Collateral” under Section 2.1(b)(v) [Breakage Costs] or Section 2.1(b)(vi) of the Security Agreement, (iii) ▇▇▇▇▇ cash accounts with an amount not to exceed $250,000 in the aggregate, and (iv) only as to the requirement regarding Account Control Agreements, the Zero Balance Accounts; provided, however, that in the event any Loan Party acquires any Deposit Account Bank or securities account pursuant to an Acquisition, (y) within 120 days after the date of such Acquisition (or such later date as either of the First Lien Agent or the Collateral Agent may agree to in its sole discretion for the delivery of deposit account control agreements in respect thereof) Holdings and each Securities Intermediary with whom a Controlled Account is maintained the Borrower shall deliver, or cause to enter into a Deposit be delivered, to the Collateral Agent an Account Control Agreement therefor and (z) for so long as any such acquired Deposit Account or Securities securities account is not subject to an Account Control Agreement, no cash or securities shall be transferred to such acquired Deposit Account or securities account. To the extent permitted under the Intercreditor Agreement, each of Holdings and the Borrower, for itself and on behalf of its Restricted Subsidiaries that are Loan Parties, hereby authorizes the Collateral Agent to deliver notices to the depositary banks and securities intermediaries pursuant to any Account Control Agreement under any one or more of the following circumstances: (i) following the occurrence of and during the continuation of an Event of Default, (ii) if the Collateral Agent reasonably believes that a requested transfer by Holdings, the Borrower or any Restricted Subsidiary, as applicable, is a request to transfer any funds from any account to any other account of Holdings, the Borrower or any Restricted Subsidiary that is not permitted under this Section 6.23 [Deposit Accounts; Securities Accounts], (iii) as otherwise agreed to in writing by Holdings, the Borrower or any Restricted Subsidiary, as applicable, and (iiiiv) have deposited (and thereafter continue to deposit) in a Specified Account all cash received as otherwise required by them in respect of any Collateral. Except to the extent permitted by the immediately preceding sentence, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of Holdingsapplicable Legal Requirement. (b) In the event that (i) any Borrower, any Subsidiary Guarantor or any Deposit Account Bank or Securities Intermediary at a financial institution at which a Controlled Account is open, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason or (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Controlled Account, to make all future payments to another Controlled Account of the Administrative Borrower or a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement is in effect. (c) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agents and the Lenders hereunder in order for the Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers.

Deposit Accounts; Securities Accounts. (aA) Within 90 days following Subject to Section 3.6, each Borrower and other Obligor shall take all actions necessary to establish Agent’s control of (1) each Deposit Account that is a collection or concentration account or required by Section 5.15(d)(ii)(B), (2) each Securities Account and (3) each new Deposit Account and Securities Account opened after the Closing Date (as in each case, other than (w) accounts exclusively used for payroll, taxes, trust, employee wage and benefit payments and other fiduciary deposit accounts, (x) zero balance accounts (other than zero balance accounts that are collection or concentration accounts), (y) the Term Loan Collateral Proceeds Account and (z) accounts containing not more than $1,000,000 individually and $5,000,000 in the aggregate for all such date accounts under this clause (z) at any time (each an “Excluded Account” and collectively for all such accounts in clauses (w) through (z) above, the “Excluded Accounts”)). Unless an Event of Default or Cash Dominion Period then exists, Agent agrees not to give any instruction under any Control Agreement directing disposition of funds in any account subject to such Control Agreement. (B) Each Borrower and each other Obligor shall be the sole account holder of each Deposit Account (other than an Excluded Account) and Securities Account (other than an Excluded Account) and shall not allow any other Person (other than Agent) to have control over a Deposit Account or a Securities Account (other than the Term Loan Collateral Proceeds Account) or any Property deposited therein. (C) Each Borrower and each other Obligor shall promptly notify Agent of any opening of a Deposit Account or a Securities Account (in each case other than an Excluded Account). (D) Within 120 days of the Closing Date, each Obligor shall request and otherwise take such commercially reasonable steps to ensure that all Account Debtors forward payment directly to lockboxes and Dominion Accounts maintained pursuant to and in accordance with Section 5.10(b)(iv). (E) All Net Cash Proceeds of the sale or other disposition of any Collateral, shall be deposited directly into the applicable Dominion Accounts. (ii) (A) Within 120 days of the Closing Date, until payment in full of the Obligations, each Borrower and the other Obligors shall establish and maintain their primary depository and treasury management relationships with the Agent or any of its Affiliates, except for (i) Excluded Accounts, (ii) other operating and Deposit Accounts maintained with financial institutions located in Hawaii with whom the Obligors currently have accounts, with an aggregate average monthly balance for all such accounts not to exceed $15,000,000; provided that the Agent may be extended by the Administrative Agent increase such $15,000,000 threshold or approve additional financial institutions located in Hawaii in its sole discretion), the Borrowers and the Subsidiary Guarantors shall (iiii) have provided an updated Part A and Part B of Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts and Securities with Bank of America, N.A. or one or more of its Affiliates in relation to Accounts that are Specified Accounts and Excluded Accounts at such timeSet-up Under the ExxonMobil SAP Clone, (iiiv) have caused each one or more Deposit Account Bank and each Securities Intermediary Accounts with whom a Controlled Account is maintained Fifth Third Bank, National Association or its Affiliates in aggregate amounts not to enter into a Deposit Account Control Agreement or Securities Account Control Agreement, as applicableexceed $50,000,000, and (iiiv) have deposited (and thereafter continue to deposit) depository or treasury management services for which the Agent or one of its Affiliates do not provide in a Specified Account all cash received by them in respect of any Collateral. Except to the extent permitted by the immediately preceding sentence, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of Holdings. (b) In the event that (i) any Borrower, any Subsidiary Guarantor or any Deposit Account Bank or Securities Intermediary at a financial institution at which a Controlled Account is open, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason or (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Controlled Account, to make all future payments to another Controlled Account of the Administrative Borrower or a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement is in effectjurisdiction. (c) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agents and the Lenders hereunder in order for the Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers.

Deposit Accounts; Securities Accounts. (a) Within 90 60 days following of the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion), such Grantor shall (i) enter into Deposit Account Control Agreements in respect of Deposit Accounts (other than Excluded Accounts) maintained by such Grantor pursuant to which the Administrative Agent shall obtain control (as such date may term is defined in Section 9-104 of Article 9 of the UCC) of such Deposit Accounts and (ii) enter into Securities Account Control Agreement in respect of Securities Accounts (other than Excluded Securities Accounts) maintained by such Grantor pursuant to which the Administrative Agent shall obtain control (as such term is defined in Section 8-106 of Article 8 of the UCC) of such Securities Account. (a) Upon (i) such Grantor opening any Deposit Account (other than an Excluded Account) or any Deposit Account of such Grantor ceasing to be extended an Excluded Account, within 60 days thereof (subject to extension by the Administrative Agent in its sole discretion), the Borrowers and the Subsidiary Guarantors shall (i) have provided an updated Part A and Part B of Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts and Securities Accounts that are Specified Accounts and Excluded Accounts at such time, (ii) have caused each Deposit Account Bank and each Securities Intermediary with whom a Controlled Account is maintained to enter into a Deposit Account Control Agreement or Securities with the Administrative Agent in order to give the Administrative Agent control (as such term is defined in Section 9-104 of Article 9 of the UCC) of such Deposit Account Control Agreement, as applicable, and (iiiii) have deposited (and thereafter continue the aggregate balance in all ▇▇▇▇▇ Cash Accounts of the Grantors that are not subject to deposit) in a Specified Account all cash received by them in respect of any Collateral. Except to the extent permitted by the immediately preceding sentence, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Agreements exceeding $200,000, within 60 days (subject to extension by the Administrative Agent in its sole discretion) enter into Deposit Account Control Agreement, Agreements with the Administrative Agent in order to give the Administrative Agent control (as applicable, has been entered into or such Specified Account term is a Nondefined in Section 9-Controlled Account. Each Restricted Party shall instruct 104 of Article 9 of the UCC) of ▇▇▇▇▇ Cash Accounts such that the aggregate balance in all account debtors ▇▇▇▇▇ Cash Accounts of such Restricted Party the Grantors that are not subject to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of HoldingsControl Agreements is less than $200,000. (b) In the event that Upon such Grantor opening any Securities Account (iother than an Excluded Securities Account) any Borrower, any Subsidiary Guarantor or any Deposit Securities Account Bank or of such Grantor ceasing to be an Excluded Securities Intermediary at a financial institution at which a Controlled Account is openAccount, within 60 days thereof (subject to extension by the Administrative Agent in either case shall terminate a Deposit Account Control Agreement or its sole discretion) enter into a Securities Account Control Agreement for any reason or with the Administrative Agent in order to give the Administrative Agent control (ii) the Collateral Agent shall demand as such termination as a result term is defined in Section 8-106 of Article 8 of the Deposit Account Bank or the UCC) of such Securities Intermediary at which a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Controlled Account, to make all future payments to another Controlled Account of the Administrative Borrower or a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement is in effect. (c) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agents and the Lenders hereunder in order for the Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers.

Deposit Accounts; Securities Accounts. Subject in all respects to the ABL Intercreditor Agreement: (aw) Within 90 The Loan Parties will maintain their primary depository and treasury management relationships with the Administrative Agent, another Lender or one or more of their respective Affiliates (or a Person that was the Administrative Agent, a Lender or one of their respective Affiliates as of the date such relationship was entered into) at all times during the term of the Agreement. (x) The Loan Parties shall, at all times, maintain cash management arrangements and procedures reasonably satisfactory to the Administrative Agent (it being understood and agreed that the cash management arrangements required by the ABL Credit Agreement, as supplemented by Section 5.17(e), are reasonably satisfactory to the Administrative Agent). (y) The Parent Borrower shall, and shall cause the other Loan Parties to, cause each Deposit Account (excluding any Excluded Deposit Account) of a Loan Party and each Securities Account (excluding any Excluded Securities Account) of a Loan Party to be subject to a Control Agreement (i) within 120 days following in the case of any Deposit Account or Securities Account acquired as part of a Permitted Acquisition, with such period being deemed to begin on the date of the acquisition of such Deposit Account or Securities Account or (ii) within 30 days in the case of any Deposit Account or Securities Account created after the Closing Date Date, with such period deemed to begin on the date of the creation of such Deposit Account or Securities Account (or, in each case, such longer periods as the Administrative Agent may agree in its reasonable discretion). (z) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with Section 5.17(a) of this Agreement, the Parent Borrower may amend Schedule 5.17 to add or replace a bank or securities intermediary and shall upon such date may addition or replacement provide to the Administrative Agent an amended Schedule 5.17; provided, however, that, other than in the case of Deposit Accounts or Securities Accounts acquired as part of a Permitted Acquisition, (i) such prospective bank or securities intermediary shall be extended by satisfactory to the Administrative Agent in its sole discretionPermitted Discretion (it being understood that any prospective bank or securities intermediary that is a Lender on the Closing Date or an Affiliate of such a Lender shall be deemed to be satisfactory to the Administrative Agent in its Permitted Discretion), and (ii) prior to the time of the opening of such Deposit Account (excluding any Excluded Deposit Account) or Securities Account (excluding any Excluded Securities Account), the Borrowers applicable Loan Party, the applicable bank or securities intermediary, the ABL Agent and the Subsidiary Guarantors Administrative Agent shall (i) have provided an updated Part A executed and Part B delivered a Control Agreement. Each Loan Party shall close any of Schedule 3.27, reflecting true, correct and complete list of their respective its Deposit Accounts and Securities Accounts Account as promptly as practicable and in any event within 120 days after notice from the Administrative Agent that are Specified Accounts and Excluded Accounts at (x) the operating performance, funds transfer, or availability procedures or performance of such time, (ii) have caused each Deposit Account Bank and each Securities Intermediary bank or securities intermediary with whom a Controlled Account is maintained respect to enter into a Deposit Account any Control Agreement or Securities Account Control Agreement, as applicable, and (iii) have deposited (and thereafter continue any control agreement unrelated to deposit) this Agreement is no longer acceptable in a Specified Account all cash received by them in respect of any Collateral. Except to the extent permitted by the immediately preceding sentence, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower Agent’s Permitted Discretion or (y) deposit the Administrative Agent’s liability under any amounts received by any Restricted Party Control Agreement with such bank or securities intermediary is no longer acceptable in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of Holdingsthe Administrative Agent’s Permitted Discretion. (baa) In Subject to Section 5.19, the event that Loan Parties shall have established the Term Loan Priority Account (i) subject to a Control Agreement in favor of the Administrative Agent). Upon Administrative Agent’s reasonable request, or automatically following the occurrence and during the continuance of any BorrowerEvent of Default, and subject to the terms and any applicable limitation language contained in the Loan Documents (including, without limitation, any Subsidiary Guarantor reinvestment rights set forth in Section 2.11(b)), all net proceeds of Term Loan Priority Collateral shall be remitted to the Term Loan Priority Account. The funds on deposit in the Term Loan Priority Account shall, subject to the terms of the ABL Intercreditor Agreement and the applicable Control Agreement, be applied in accordance with this Agreement. Except when a Default or an Event of Default has occurred and is continuing or during any period when the Administrative Agent is exercising rights and remedies pursuant to this Agreement or any Deposit other Loan Document, DB1/ 131320059.16 the Loan Parties may withdraw the funds on deposit in the Term Loan Priority Account Bank or Securities Intermediary at a financial institution at which a Controlled Account is open, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement any time and for any reason or (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Controlled Account, to make all future payments to another Controlled Account of the Administrative Borrower or a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement is in effectnot prohibited hereunder. (c) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agents and the Lenders hereunder in order for the Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers.

Deposit Accounts; Securities Accounts. Within 60 days of the Second Restatement Effective Date (or such later date as the Administrative Agent may agree in its reasonable discretion), such Grantor shall (i) enter into Deposit Account Control Agreements in respect of Deposit Accounts (other than Excluded Accounts) maintained by such Grantor pursuant to which the Administrative Agent shall obtain control (as such term is defined in Section 9-104 of Article 9 of the UCC) of such Deposit Accounts and (ii) enter into Securities Account Control Agreement in respect of Securities Accounts (other than Excluded Securities Accounts) maintained by such Grantor pursuant to which the Administrative Agent shall obtain control (as such term is defined in Section 8-106 of Article 8 of the UCC) of such Securities Account. (a) Within 90 Upon (i) such Grantor opening any Deposit Account (other than an Excluded Account) or any Deposit Account of such Grantor ceasing to be an Excluded Account, within 30 days following the Closing Date thereof (as such date may be extended subject to extension by the Administrative Agent in its sole discretion), the Borrowers and the Subsidiary Guarantors shall (i) have provided an updated Part A and Part B of Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts and Securities Accounts that are Specified Accounts and Excluded Accounts at such time, (ii) have caused each Deposit Account Bank and each Securities Intermediary with whom a Controlled Account is maintained to enter into a Deposit Account Control Agreement or Securities with the Administrative Agent in order to give the Administrative Agent control (as such term is defined in Section 9-104 of Article 9 of the UCC) of such Deposit Account Control Agreement, as applicable, and (iiiii) have deposited (and thereafter continue the aggregate balance in all ▇▇▇▇▇ Cash Accounts of the Grantors that are not subject to deposit) in a Specified Account all cash received by them in respect of any Collateral. Except to the extent permitted by the immediately preceding sentence, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Agreements exceeding $10,000,000, within 30 days (subject to extension by the Administrative Agent in its sole discretion) enter into Deposit Account Control Agreement, Agreements with the Administrative Agent in order to give the Administrative Agent control (as applicable, has been entered into or such Specified Account term is a Nondefined in Section 9-Controlled Account. Each Restricted Party shall instruct 104 of Article 9 of the UCC) of ▇▇▇▇▇ Cash Accounts such that the aggregate balance in all account debtors ▇▇▇▇▇ Cash Accounts of such Restricted Party the Grantors that are not subject to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of HoldingsControl Agreements is less than $10,000,000. (b) In the event that Upon such Grantor opening any Securities Account (iother than an Excluded Securities Account) any Borrower, any Subsidiary Guarantor or any Deposit Securities Account Bank or of such Grantor ceasing to be an Excluded Securities Intermediary at a financial institution at which a Controlled Account is openAccount, within 30 days thereof (subject to extension by the Administrative Agent in either case shall terminate a Deposit Account Control Agreement or its sole discretion) enter into a Securities Account Control Agreement for any reason or with the Administrative Agent in order to give the Administrative Agent control (ii) the Collateral Agent shall demand as such termination as a result term is defined in Section 8-106 of Article 8 of the Deposit Account Bank or the UCC) of such Securities Intermediary at which a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Controlled Account, to make all future payments to another Controlled Account of the Administrative Borrower or a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement is in effect. (c) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agents and the Lenders hereunder in order for the Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers.

Deposit Accounts; Securities Accounts. (a) Within 90 days following [Reserved.] (b) [Reserved.] (c) The Parent Borrower shall, and shall cause the Closing Date other Domestic Loan Parties to cause each Deposit Account (as such date may excluding any Excluded Deposit Account) of a Domestic Loan Party and each Securities Account (excluding any Excluded Securities Account) of a Domestic Loan Party to be extended by the Administrative Agent in its sole discretion), the Borrowers and the Subsidiary Guarantors shall subject to a Control Agreement (i) have provided an updated Part A and Part B of Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts and Securities Accounts that are Specified Accounts and Excluded Accounts at such time, (ii) have caused each Deposit Account Bank and each Securities Intermediary with whom a Controlled Account is maintained to enter into a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable, and (iii) have deposited (and thereafter continue to deposit) within 120 days in a Specified Account all cash received by them in respect the case of any Collateral. Except to the extent permitted by the immediately preceding sentence, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account acquired as part of Holdings anda Permitted Acquisition, with such period being deemed to begin on the extent that any date of the acquisition of such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (yii) deposit any amounts received by any Restricted Party within 30 days in respect the case of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account created after the Closing Date, with such period deemed to begin on the date of Holdingsthe creation of such Deposit Account or Securities Account. (bd) In Each Control Agreement shall (unless otherwise reasonably agreed by the event Administrative Agent) provide, among other things, that (i) the applicable bank or securities intermediary will comply with any Borrower, any Subsidiary Guarantor or any instructions originated by the Administrative Agent directing the disposition of the funds in applicable Deposit Account Bank or Securities Intermediary at a financial institution at which a Controlled Account is opensubject to such Control Agreement, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason or without further consent by the applicable Domestic Loan Party and (ii) the Collateral applicable bank or securities intermediary waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Deposit Account or Securities Account other than for (A) payment of its service fees and other charges directly related to the administration of such Deposit Account, (B) returned checks or other items of payment and (C) other customary items. (e) So long as no Default or Event of Default has occurred and is continuing and subject to compliance with Section 6.17(a) of this Agreement, the Parent Borrower may amend Schedule 6.17 to add or replace a bank or securities intermediary and shall upon such addition or replacement provide to the Administrative Agent shall demand such termination an amended Schedule 6.17; provided, however, that, other than in the case of Deposit Accounts or Securities Accounts acquired as part of a result Permitted Acquisition prior to the time of the opening of such Deposit Account Bank (excluding any Excluded Deposit Account) or the Securities Intermediary at which a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14(excluding any Excluded Securities Account), the applicable Domestic Loan Party shall notify all of its obligors that were making payments to such terminated Controlled AccountParty, to make all future payments to another Controlled Account of the applicable bank or securities intermediary and the Administrative Borrower or Agent shall have executed and delivered a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement is in effectAgreement. (c) The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agents and the Lenders hereunder in order for the Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers.