Common use of Depositary and Other Deposit Accounts Clause in Contracts

Depositary and Other Deposit Accounts. Each Grantor shall maintain all of its principal deposit accounts with the Administrative Agent, except to the extent permitted by the Credit Agreement. No Grantor shall open any depositary or other deposit accounts, except in accordance with the Credit Agreement and unless such Grantor shall have given the Administrative Agent 10 days’ prior written notice of its intention to open any such new deposit accounts. The Grantors shall deliver to the Administrative Agent a revised version of Schedule 6 showing any changes thereto within 5 days of any such change. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains a deposit account to provide the Administrative Agent with such information with respect to such deposit account as the Administrative Agent may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Administrative Agent. Each Grantor will cause each financial institution at which such Grantor maintains a depositary or other deposit account to enter into a bank agency or other similar agreement with the Administrative Agent and such Grantor, in form and substance satisfactory to the Administrative Agent, in order to give the Administrative Agent “control” (as defined in the UCC) of such account. Subject to the terms of the Credit Agreement, each Grantor shall direct all Account Debtors to make all payments on the Accounts directly to a bank account or Lockbox maintained with the Administrative Agent (an “Agent Account”). If any Grantor or any director, officer, employee, agent of such Grantor, or any other Person acting for or in concert with such Grantor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Grantor and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Administrative Agent and the Lenders and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Agent Account. The Grantors, jointly and severally, agree to pay all fees, costs and expenses which the Administrative Agent incurs in connection with opening and maintaining the Agent Account and depositing for collection by the Administrative Agent any check or other item of payment received by the Administrative Agent on account of the Obligations. All of such fees, costs and expenses shall constitute Secured Obligations hereunder and shall be payable to the Administrative Agent by the Grantors upon demand. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Grantor to the Administrative Agent, and, if that endorsement of any such item shall not be made for any reason, the Administrative Agent is hereby irrevocably authorized to endorse the same on such Grantor’s behalf. For the purpose of this section, each Grantor irrevocably hereby makes, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent for that purpose) as such Grantor’s true and lawful attorney and agent-in-fact (a) to endorse such Grantor’s name upon said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, Instrument, invoice or similar document or agreement relating to any Account of such Grantor or goods pertaining thereto; (b) to take control in any manner of any item of payment or proceeds thereof; and (c) to have access to any lock box or postal box into which any of such Grantor’s mail is deposited, and open and process all mail addressed to such Grantor and deposited therein. All amounts received in an Agent Account shall be deemed received by the Administrative Agent in accordance with Section 7.1 of the Credit Agreement and applied to Revolving Outstandings. In no event shall any amount be applied unless and until such amount shall have been credited in immediately available funds to an Agent Account.

Depositary and Other Deposit Accounts. Each Grantor shall maintain all of its principal deposit accounts with the Administrative Agent, except to the extent permitted by the Credit Agreement. No Grantor shall open any depositary or other deposit accounts, except in accordance with the Credit Agreement and accounts unless such Grantor shall have given the Administrative Agent 10 days’ ' prior written notice of its intention to open any such new deposit accounts. The Grantors shall deliver to the Administrative Agent a revised version of Schedule 6 showing any changes thereto within 5 days of any such change. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains a deposit account to provide the Administrative Agent with such information with respect to such deposit account as the Administrative Agent may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Administrative Agent. Each Grantor will will, upon the Administrative Agent's request, cause each financial institution at which such Grantor maintains a depositary or other deposit account (other than ▇▇▇▇▇ cash and payroll accounts with balances in excess of $25,000 in the aggregate for all such accounts) to enter into a bank agency or other similar agreement with the Administrative Agent and such Grantor, in form and substance reasonably satisfactory to the Administrative Agent, in order to give the Administrative Agent “"control” " (as defined in the UCC) of such account. Subject to the terms of the Credit Agreement, each Each Grantor shall direct all Account Debtors to make all payments on the Accounts directly to a bank account or Lockbox maintained with the Administrative Agent (an “"Agent Account”"). If any Grantor or any director, officer, employee, agent of such Grantor, or any other Person acting for or in concert with such Grantor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Grantor and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Administrative Agent and the Lenders and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Agent Account. The Grantors, jointly and severally, agree to pay all fees, costs and expenses which the Administrative Agent incurs in connection with opening and maintaining the Agent Account and depositing for collection by the Administrative Agent any check or other item of payment received by the Administrative Agent on account of the Obligations. All of such fees, costs and expenses shall constitute Secured Obligations hereunder and shall be payable to the Administrative Agent by the Grantors upon demand. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Grantor to the Administrative Agent, and, if that endorsement of any such item shall not be made for any reason, the Administrative Agent is hereby irrevocably authorized to endorse the same on such Grantor’s 's behalf. For the purpose of this section, each Grantor irrevocably hereby makes, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent for that purpose) as such Grantor’s 's true and lawful attorney and agent-in-fact (a) to endorse such Grantor’s 's name upon said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, Instrument, invoice or similar document or agreement relating to any Account of such Grantor or goods pertaining thereto; (b) to take control in any manner of any item of payment or proceeds thereof; and (c) to have access to any lock box or postal box into which any of such Grantor’s 's mail is deposited, and open and process all mail addressed to the such Grantor and deposited therein. All amounts received in an Agent Account shall be deemed received by the Administrative Agent in accordance with Section 7.1 7.2 of the Credit Agreement and applied to Revolving Outstandings. In no event shall any amount be applied unless and until such amount shall have been credited in immediately available funds to an Agent Account.

Depositary and Other Deposit Accounts. Each Grantor (a) On or before the Closing Date, the Grantors shall maintain (i) direct all of its principal their Account Debtors to make all payments on their Accounts directly to one or more deposit accounts owned and controlled by the Grantors and maintained with the Administrative AgentAgent and (ii) cause any Person acting for or in concert with the Grantors that received any monies, except checks, notes, drafts or other payments relating to or as proceeds from Account Debtors to promptly remit the extent permitted by same to such deposit accounts. Each Grantor agrees to indemnify and hold the Credit Agreement. Administrative Agent and Lenders harmless from any and all liabilities, claims, losses and demands whatsoever, including reasonable attorneys’ fees and expenses, arising from or relating to actions of the Administrative Agent or any Lender pursuant to this Section 5.9 or any deposit account agreement. (b) No Grantor shall open any depositary or other deposit accounts, except in accordance with the Credit Agreement and accounts unless such Grantor shall have given the Administrative Agent 10 days’ prior written notice of its intention to open any such new deposit accounts. The Grantors shall deliver to the Administrative Agent a revised version of Schedule 6 showing any changes thereto within 5 days of any such change. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains a deposit account to provide the Administrative Agent with such information with respect to such deposit account as the Administrative Agent may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Administrative Agent. Each Grantor will will, cause each financial institution at which such Grantor maintains a depositary or other deposit account that exceeds $1,000,000 in average daily balance for any one month period to enter into a bank agency or other similar agreement with the Administrative Agent and such Grantor, in form and substance satisfactory to the Administrative Agent, in order to give the Administrative Agent “control” (as defined in the UCC) of such account. Subject to the terms of the Credit Agreement, each Grantor shall direct all Account Debtors to make all payments on the Accounts directly to a bank account or Lockbox maintained with the Administrative Agent . (an “Agent Account”). If any Grantor or any director, officer, employee, agent of such Grantor, or any other Person acting for or in concert with such Grantor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Grantor and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Administrative Agent and the Lenders and, immediately upon receipt thereof, shall remit the same (or cause the same to be remittedc) in kind to the Agent Account. The Grantors, jointly and severally, agree to pay all fees, costs and expenses which the Administrative Agent incurs in connection with opening and maintaining the Agent Account deposit accounts described in this Section and depositing for collection by the Administrative Agent any check or other item of payment received by the Administrative Agent on account of the Obligations. All of such fees, costs and expenses shall constitute Secured Obligations hereunder and shall be payable to the Administrative Agent by the Grantors upon demand. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Grantor to the Administrative Agent, and, if that endorsement of any such item shall not be made for any reason, the Administrative Agent is hereby irrevocably authorized to endorse the same on such Grantor’s behalf. For Subject to applicable law regarding Governmental Account Debtors, and for the purpose of this section, each Grantor irrevocably hereby makes, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent for that purpose) as such Grantor’s true and lawful attorney and agent-in-fact (a) to endorse such Grantor’s name upon said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, Instrument, invoice or similar document or agreement relating to any Account of the such Grantor or goods pertaining thereto; (b) to take control in any manner of any item of payment or proceeds thereof; and (c) to have access to any lock box or postal box into which any of such Grantor’s mail is deposited, and open and process all mail addressed to the such Grantor and deposited therein. All amounts received in an Agent Account shall be deemed received by the Administrative Agent in accordance with Section 7.1 of the Credit Agreement and applied to Revolving OutstandingsObligations. In no event shall any amount be applied unless and until such amount shall have been credited in immediately available funds to an Agent Account.

Depositary and Other Deposit Accounts. Each Grantor shall maintain all of its principal deposit accounts with the Administrative Agent, except to the extent permitted by the Credit AgreementLender. No Grantor shall open any depositary or other deposit accounts, except in accordance with the Credit Agreement and accounts unless such Grantor shall have given the Administrative Agent Lender 10 days’ prior written notice of its intention to open any such new deposit accounts. The Grantors shall deliver to the Administrative Agent Lender a revised version of Schedule 6 showing any changes thereto within 5 30 days of any such change. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains a deposit account to provide the Administrative Agent Lender with such information with respect to such deposit account as the Administrative Agent Lender may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Administrative AgentLender. Each Grantor will will, upon the Lender’s request, cause each financial institution at which such Grantor maintains a depositary or other deposit account to enter into a bank agency or other similar agreement with the Administrative Agent Lender and such Grantor, in form and substance satisfactory to the Administrative AgentLender, in order to give the Administrative Agent Lender “control” (as defined in the UCC) of such account. Subject Upon Lender’s request to do so following the terms occurrence and during the continuance of the Credit Agreementany Event of Default, each Grantor shall direct all Account Debtors to make all payments on the Accounts directly to a bank account or Lockbox maintained with the Administrative Agent Lender (an the “Agent Lender Controlled Account”). If any Grantor or any director, officer, employee, agent of such Grantor, or any other Person acting for or in concert with such Grantor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Grantor and each such Person shall shall, so long as an Event of Default has occurred and is continuing, receive all such items in trust for, and as the sole and exclusive property of, the Administrative Agent and the Lenders Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Agent Lender Controlled Account. The Grantors, jointly and severally, agree to pay all fees, costs and expenses which the Administrative Agent Lender incurs in connection with opening and maintaining the Agent Lender Controlled Account and depositing for collection by the Administrative Agent Lender any check or other item of payment received by the Administrative Agent Lender on account of the Obligations. All of such fees, costs and expenses shall constitute Secured Obligations hereunder and shall be payable to the Administrative Agent Lender by the Grantors upon demand. All In connection with the foregoing, all checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Grantor to the Administrative AgentLender, and, if that endorsement of any such item shall not be made for any reason, the Administrative Agent Lender is hereby irrevocably authorized to endorse the same on such Grantor’s behalf. For the purpose of this section, each Grantor irrevocably hereby makes, constitutes and appoints the Administrative Agent Lender (and all Persons designated by the Administrative Agent Lender for that purpose) as such Grantor’s true and lawful attorney and agent-in-fact (a) to endorse such Grantor’s name upon said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, Instrument, invoice or similar document or agreement relating to any Account of the such Grantor or goods pertaining thereto; (b) to take control in any manner of any item of payment or proceeds thereof; and (c) to have access to any lock box or postal box into which any of such Grantor’s mail is deposited, and open and process all mail addressed to the such Grantor and deposited therein, in each case during the continuance of any Event of Default. All amounts received in an Agent the Lender Controlled Account shall be deemed received by the Administrative Agent Lender in accordance with Section 7.1 of the Credit Agreement and applied to Revolving Outstandings. In no event shall any amount be 14766401\V-7 applied unless and until such amount shall have been credited in immediately available funds to an Agent the Lender Controlled Account.

Depositary and Other Deposit Accounts. Each Grantor shall maintain all of its principal deposit accounts with the Administrative Agent, except to the extent permitted by the Credit Agreement. No Grantor shall open any new depositary or other deposit accounts, except in accordance with the Credit Agreement and accounts unless such Grantor shall have given received the Administrative Agent 10 days’ Secured Party’s prior written notice of its intention consent to open any such new deposit accounts. The Grantors shall deliver to the Administrative Agent Secured Party a revised version of Schedule 6 showing any changes thereto within 5 days of any such change. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains a deposit account to provide the Administrative Agent Secured Party with such information with respect to such deposit account as the Administrative Agent Secured Party may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Administrative AgentSecured Party. Each Grantor will will, upon the Secured Party’s request, cause each financial institution at which such Grantor maintains a depositary or other deposit account to enter into a bank agency or other similar agreement with the Administrative Agent Secured Party and such Grantor, in form and substance satisfactory to the Administrative AgentSecured Party, in order to give the Administrative Agent Secured Party “control” (as defined in the UCC) of such account. Subject to the terms of the Credit Agreement, each Each Grantor shall direct all Account Debtors to make all payments on the Accounts directly to a bank account or Lockbox maintained with Account designated by the Administrative Agent (an “Agent Account”)Secured Party in its sole discretion. If any Grantor or any director, officer, employee, agent of such Grantor, or any other Person acting for or in concert with such Grantor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Grantor and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Administrative Agent and the Lenders Secured Party and, immediately promptly (and in any event within one Business Day) upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to a Lockbox Account designated by the Agent AccountSecured Party in its sole discretion, subject to any rights of the MX Companies to use such proceeds pursuant to the Master ISDAs. The Grantors, jointly and severally, agree to pay all fees, costs and expenses which the Administrative Agent incurs in connection with opening and maintaining the Agent Account each Account, control agreements with respect thereto, and depositing for collection by the Administrative Agent Secured Party any check or other item of payment received by the Administrative Agent Secured Party on account of the ISDA Obligations. All of such fees, costs and expenses shall constitute Secured ISDA Obligations hereunder and shall be payable to the Administrative Agent Secured Party by the Grantors upon demand. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Grantor to the Administrative AgentSecured Party, and, if that endorsement of any such item shall not be made for any reason, the Administrative Agent Secured Party is hereby irrevocably authorized to endorse the same on such Grantor’s behalf. For behalf for the purpose of this section, each Grantor irrevocably hereby makes, constitutes and appoints the Administrative Agent Secured Party (and all Persons designated by the Administrative Agent Secured Party for that purpose) as such Grantor’s true and lawful attorney and agent-in-fact (a) to endorse such Grantor’s name upon said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, Instrument, invoice or similar document or agreement relating to any Account of such Grantor or goods pertaining thereto; (b) to take control in any manner of any item of payment or proceeds thereof; and (c) while a Default or Potential Termination Event has occurred and is continuing, to have access to any lock box or postal box into which any of such Grantor’s mail is deposited, and open and process all mail addressed to the such Grantor and deposited therein. All amounts received in an Agent any Lockbox Account shall be deemed received by swept at the Administrative Agent in accordance with Section 7.1 end of each day to the Credit Agreement and applied to Revolving Outstandingsapplicable Party A Sub Account until the Discharge of ISDA Obligations. In no event shall any amount be applied unless and until such amount shall have been credited in immediately available funds to an Agent Accountthe applicable Party A Sub Account or applicable Operating Account with the applicable Master ISDA.

Depositary and Other Deposit Accounts. Each Grantor shall maintain all of its principal deposit accounts with the Administrative Agent, except to the extent permitted by the Credit Agreement. No Grantor shall open any depositary or other deposit accounts, except in accordance with the Credit Agreement and unless such Grantor shall have given the Administrative Agent 10 days’ prior written notice of its intention to open any such new deposit accounts. The Grantors shall deliver to the Administrative Collateral Agent a revised version of Schedule 6 4 showing any changes thereto within 5 days of any such change. No Grantor shall open new depositary or other deposit accounts or securities accounts unless such Grantor shall have received the Collateral Agent’s prior written consent to open any such new deposit accounts or securities accounts. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains a deposit account or securities account to provide the Administrative Collateral Agent with such information with respect to such deposit account or securities account as the Administrative Collateral Agent may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Administrative Collateral Agent. Each Grantor will will, to the extent necessary to maintain the first priority perfected security interest in the Collateral, cause each financial institution at which such Grantor maintains a depositary or depositary, other deposit account or securities account to enter into a bank agency or other similar agreement with the Administrative Collateral Agent and such Grantor, in a form and substance satisfactory to the Administrative Collateral Agent, in order to give the Administrative Collateral Agent “control” (as defined in the UCC) of such account. Subject to the terms of the Credit Agreement, each Grantor shall direct all Account Debtors to make all payments on the Accounts directly to a bank account or Lockbox maintained with the Administrative Agent (an “Agent Account”). If any Grantor or any director, officer, employee, agent of such Grantor, or any other Person acting for or in concert with such Grantor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Grantor and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Administrative Collateral Agent for the benefit of the Secured Parties, segregated from the funds of such Grantor, and the Lenders and, immediately shall forthwith upon receipt thereofby such Grantor, shall remit the same (or cause the same to be remitted) in kind turn such items over to the Agent AccountCollateral Agent. The Grantors, jointly and severally, agree to pay all fees, costs and expenses which the Administrative Agent incurs (including reasonable attorneys’ fees and expenses) in connection with opening and maintaining the Agent Account each Account, control agreements with respect thereto, and depositing for collection by the Administrative Collateral Agent any check or other item of payment received by the Administrative Collateral Agent on account of the Obligations. All of such fees, costs and expenses shall constitute Secured Obligations hereunder and shall be payable to the Administrative Collateral Agent by the Grantors upon demand. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Grantor to the Administrative Agent, and, if that endorsement of any such item shall not be made for any reason, the Administrative Agent is hereby irrevocably authorized to endorse the same on such Grantor’s behalf. For the purpose of this section, each Grantor irrevocably hereby makes, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent for that purpose) as such Grantor’s true and lawful attorney and agent-in-fact (a) to endorse such Grantor’s name upon said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, Instrument, invoice or similar document or agreement relating to any Account of such Grantor or goods pertaining thereto; (b) to take control in any manner of any item of payment or proceeds thereof; and (c) to have access to any lock box or postal box into which any of such Grantor’s mail is deposited, and open and process all mail addressed to such Grantor and deposited therein. All amounts received in an Agent Account shall be deemed received by the Administrative Agent in accordance with Section 7.1 of the Credit Agreement and applied to Revolving Outstandings. In no event shall any amount be applied unless and until such amount shall have been credited in immediately available funds to an Agent Account.

Depositary and Other Deposit Accounts. Each Grantor shall maintain all of its principal deposit accounts with the Administrative Agent, except to the extent permitted by the Credit Agreement. No Grantor shall open any new depositary or other deposit accounts, except in accordance with the Credit Agreement and accounts unless such Grantor shall have given received the Administrative Agent 10 days’ prior written notice consent of its intention the Credit Facility Agent or, if the Discharge of Credit Facility Obligations has occurred, the Collateral Agent; provided that no consent of the Collateral Agent shall be required to open any the extent an agreement has been entered into in order to give the Collateral Agent “control” (as defined in the UCC) of such new deposit accountsaccount. The Grantors shall deliver to the Administrative Collateral Agent a revised version of Schedule 6 showing any changes thereto within 5 days of any such change. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains a deposit account Deposit Account to provide the Administrative Collateral Agent with such information with respect to such deposit account Deposit Account as the Administrative Collateral Agent may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Administrative Collateral Agent. Each Grantor will will, upon the Collateral Agent’s request, cause each financial institution at which such Grantor maintains a depositary or other deposit account Deposit Account to enter into a bank agency or other similar agreement with the Administrative Collateral Agent and such Grantor, in form and substance satisfactory to the Administrative Collateral Agent, in order to give the Administrative Collateral Agent “control” (as defined in the UCC) of such account. Subject to the terms of the Credit Agreement, each Each Grantor shall direct all Account Debtors to make all payments on the Accounts directly to a bank account or Lockbox maintained with Deposit Account designated by the Administrative Credit Facility Agent (an “in which the Collateral Agent Account”)has a perfected security interest or, if the Discharge of Credit Facility Obligations has occurred, to a Deposit Account in which the Collateral Agent has a perfected security interest. If any Grantor or any director, officer, employee, agent of such Grantor, or any other Person acting for or in concert with such Grantor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Grantor and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Administrative Credit Facility Agent (and after Discharge of Credit Facility Obligations, the Lenders Collateral Agent) and, immediately promptly (and in any event within one Business Day) upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to a Deposit Account in which the Collateral Agent Accounthas a perfected security interest, subject to any rights of the Grantors to use such proceeds pursuant to the Indenture. The Grantors, jointly and severally, agree to pay all fees, costs and expenses which the Administrative Agent incurs in connection with opening and maintaining the Agent Account each Account, control agreements with respect thereto, and depositing for collection by the Administrative Collateral Agent any check or other item of payment received by the Administrative Collateral Agent on account of the Notes Obligations. All of such fees, costs and expenses shall constitute Secured Notes Obligations hereunder and shall be payable to the Administrative Collateral Agent by the Grantors upon demand. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Grantor to the Administrative Collateral Agent, and, if that endorsement of any such item shall not be made for any reason, after Discharge of Credit Facility Obligations, the Administrative Collateral Agent is hereby irrevocably authorized to endorse the same on such Grantor’s behalf. For behalf for the purpose of this section, each Grantor irrevocably hereby makes, constitutes and appoints the Administrative Collateral Agent (and all Persons designated by the Administrative Collateral Agent for that purpose) as such Grantor’s true and lawful attorney and agent-in-fact (a) to endorse such Grantor’s name upon said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, Instrument, invoice or similar document or agreement relating to any Account of such Grantor or goods pertaining thereto; (b) to take control in any manner of any item of payment or proceeds thereof; and (c) while a Default has occurred and is continuing, to have access to any lock box or postal box into which any of such Grantor’s mail is deposited, and open and process all mail addressed to the such Grantor and deposited therein. All amounts received in an Agent Account shall be deemed received by the Administrative Agent in accordance with Section 7.1 of the Credit Agreement and applied to Revolving Outstandings. In no event shall any amount be applied unless and until such amount shall have been credited in immediately available funds to an Agent Account.

Depositary and Other Deposit Accounts. Each Grantor shall maintain all of its principal deposit accounts with the Administrative Agent, except to the extent permitted by the Credit Agreement. (a) No Grantor shall open maintains any depositary or other deposit accounts, except accounts (the “Deposit Accounts”) with any bank (the “Deposit Account Banks”) other than those listed in accordance with the Credit Agreement and unless such Grantor shall have given the Administrative Agent 10 days’ prior written notice of its intention to open any such new deposit accounts. The Grantors shall deliver to the Administrative Agent a revised version of Schedule 6 showing any changes thereto within 5 days of any such change6. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains a deposit account each Deposit Account Bank to provide the Administrative Agent with such information with respect to such deposit account the Deposit Accounts as the Administrative Agent may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Administrative Agent. Each Grantor will cause each financial institution at which such Grantor maintains a depositary or other deposit account Deposit Account Bank to enter into a bank agency or other similar agreement with the Administrative Agent and such Grantor, in the form attached hereto as Annex I (a “Deposit Account Control Agreement”) and otherwise in substance satisfactory to the Administrative Agent, in order to give the Administrative Agent “control” (as defined in the UCC) of such account. Subject to the terms of the Credit Agreement, each Each Grantor shall direct all Account Debtors to make all payments on the Accounts directly to a bank account or Lockbox the applicable Deposit Account maintained with the applicable Deposit Account Bank. (b) No Grantor shall open any depositary or other deposit accounts unless (i) such Grantor shall have given the Administrative Agent 10 days’ prior written notice of its intention to open any such new deposit accounts; (an “ii) such Grantor shall deliver to the Administrative Agent Account”)a revised version of Schedule 6, showing any changes thereto within 5 days of any such change; and (iii) shall cause such Grantor to enter into a Deposit Account Control Agreement in the form attached hereto as Annex I and otherwise satisfactory to the Administrative Agent. No Grantor shall close any Deposit Account maintained with a Deposit Account Bank without the prior written consent of the Administrative Agent. (c) If any Grantor or any director, officer, employee, agent of such Grantor, or any other Person acting for or in concert with such Grantor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Grantor and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Administrative Agent and the Lenders and, immediately promptly upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to a Deposit Account. (d) So long as no Event of Default shall have occurred and be continuing, the Agent Account. The GrantorsGrantors may draw checks on, jointly and severallyotherwise withdraw amounts from a Deposit Account maintained with a Deposit Account Bank in such amounts as may be required in the ordinary course of business or as permitted under the Credit Agreement, agree including, without limitation, to pay all fees, costs or prepay Debt (as defined in the Credit Agreement) outstanding under the Loan Documents (as defined in the Credit Agreement). If an Event of Default shall have occurred and expenses which the Administrative Agent incurs in connection with opening and maintaining the Agent Account and depositing for collection by the Administrative Agent any check or other item of payment received by the Administrative Agent on account of the Obligations. All of such fees, costs and expenses shall constitute Secured Obligations hereunder and shall be payable to the Administrative Agent by the Grantors upon demand. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Grantor to the Administrative Agent, and, if that endorsement of any such item shall not be made for any reasoncontinuing, the Administrative Agent is hereby irrevocably authorized may, at any time and without notice to, or consent from, any Grantor, order any Deposit Account Bank, pursuant to endorse a Deposit Account Control Agreement, to transfer, or direct the same on transfer of, funds from any Deposit Account maintained at such Grantor’s behalf. Deposit Account Bank to satisfy the Grantors’ obligations under the Loan Documents (as defined in the Credit Agreement). (e) For the purpose of this section, each Grantor irrevocably hereby makes, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent for that purpose) as such Grantor’s true and lawful attorney and agent-in-fact (ai) to endorse such Grantor’s name upon said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, Instrument, invoice or similar document or agreement relating to any Account of the such Grantor or goods pertaining thereto; (bii) to take control in any manner of any item of payment or proceeds thereof; and (ciii) to have access to any lock box or postal box into which any of such Grantor’s mail is deposited, and open and process all mail addressed to the such Grantor and deposited therein. All amounts received in an Agent Account shall be deemed received by the Administrative Agent in accordance with Section 7.1 of the Credit Agreement and applied to Revolving Outstandings. In no event shall any amount be applied unless and until such amount shall have been credited in immediately available funds to an Agent Account.

Depositary and Other Deposit Accounts. Each Unless the Collateral Agent otherwise consents in writing, in order to facilitate the Collateral Agent’s and the Lenders’ administration of the Financing Documents, each Grantor shall maintain all of its principal deposit accounts with the Administrative Agent, except to the extent permitted by the Credit Agreementone or more Lenders. No Grantor shall open any depositary or other deposit accounts, except in accordance with the Credit Agreement and accounts unless such Grantor shall have given the Administrative Collateral Agent 10 days’ prior written notice of its intention to open any such new deposit accounts. The Grantors shall deliver to the Administrative Collateral Agent a revised version of Schedule 6 showing any changes thereto within 5 days of any such change. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains a deposit account to provide the Administrative Collateral Agent with such information with respect to such deposit account as the Administrative Collateral Agent may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Administrative Collateral Agent. Each Grantor will cause each financial institution at which such Grantor maintains a depositary or other deposit account to enter into a bank agency or other similar agreement with the Administrative Collateral Agent and such Grantor, in form and substance reasonably satisfactory to the Administrative Collateral Agent, in order to give the Administrative Collateral Agent “control” (as defined in the UCC) of such account. Subject to the terms of the Credit Agreement, each Each Grantor shall direct all Account Debtors debtors to make all payments on the Accounts directly to a bank account or Lockbox maintained with the Administrative Agent identified on Schedule 6 (an a “Agent Designated Account”). If any Grantor or any director, officer, employee, agent of such Grantor, or any other Person acting for or in concert with such Grantor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Grantor and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Administrative Collateral Agent and the Lenders Secured Parties and, immediately promptly upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Agent a Designated Account. The Grantors, jointly and severally, agree to pay all fees, costs and expenses which the Administrative Agent incurs in connection with opening and maintaining the Agent Account and depositing for collection by the Administrative Agent any check or other item of payment received by the Administrative Agent on account of the Obligations. All of such fees, costs and expenses shall constitute Secured Obligations hereunder and shall be payable to the Administrative Agent by the Grantors upon demand. All checks, drafts, instruments and other items of payment or proceeds of Collateral delivered to the Collateral Agent pursuant to the terms hereof shall be endorsed by the applicable Grantor to the Administrative Collateral Agent, and, if that endorsement of any such item shall not be made for any reason, the Administrative Collateral Agent is hereby irrevocably authorized to endorse the same on such Grantor’s behalf. For the purpose of this section, each Grantor irrevocably hereby makes, constitutes and appoints the Administrative Collateral Agent (and all Persons designated by the Administrative Collateral Agent for that purpose) as such Grantor’s true and lawful attorney and agent-in-fact (a) to endorse such Grantor’s name upon said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, Instrument, invoice or similar document or agreement relating to any Account of the such Grantor or goods pertaining thereto; (b) to take control in any manner of any item of payment or proceeds thereof; and (c) to have access to any lock box or postal box into which any of such Grantor’s mail is deposited, and open and process all mail addressed to the such Grantor and deposited therein. All amounts received in an Agent Account shall be deemed received by the Administrative Agent in accordance with Section 7.1 of the Credit Agreement and applied to Revolving Outstandings. In no event shall any amount be applied unless and until such amount shall have been credited in immediately available funds to an Agent a Designated Account.

Depositary and Other Deposit Accounts. Each Grantor shall maintain all of its principal deposit accounts with the Administrative Agent, except to the extent permitted by the Credit Agreement. (a) No Grantor shall open maintains any depositary or other deposit accounts, except accounts (the "Deposit Accounts") with any bank (the "Deposit Account Banks") other than those listed in accordance with the Credit Agreement and unless such Grantor shall have given the Administrative Agent 10 days’ prior written notice of its intention to open any such new deposit accounts. The Grantors shall deliver to the Administrative Agent a revised version of Schedule 6 showing any changes thereto within 5 days of any such change6. Each Grantor hereby authorizes the financial institutions at which such Grantor maintains a deposit account each Deposit Account Bank to provide the Administrative Agent with such information with respect to such deposit account the Deposit Accounts as the Administrative Agent may from time to time reasonably request, and each Grantor hereby consents to such information being provided to the Administrative Agent. Each Grantor will cause each financial institution at which such Grantor maintains a depositary or other deposit account Deposit Account Bank to enter into a bank agency or other similar agreement with the Administrative Agent and such Grantor, in the form attached hereto as Annex I (a "Deposit Account Control Agreement") and otherwise in substance satisfactory to the Administrative Agent, in order to give the Administrative Agent “"control” " (as defined in the UCC) of such account. Subject to the terms of the Credit Agreement, each Each Grantor shall direct all Account Debtors to make all payments on the Accounts directly to a bank account or Lockbox the applicable Deposit Account maintained with the applicable Deposit Account Bank. (b) No Grantor shall open any depositary or other deposit accounts unless (i) such Grantor shall have given the Administrative Agent 10 days' prior written notice of its intention to open any such new deposit accounts; (an “ii) such Grantor shall deliver to the Administrative Agent Account”)a revised version of Schedule 6, showing any changes thereto within 5 days of any such change; and (iii) shall cause such Grantor to enter into a Deposit Account Control Agreement in the form attached hereto as Annex I and otherwise satisfactory to the Administrative Agent. No Grantor shall close any Deposit Account maintained with a Deposit Account Bank without the prior written consent of the Administrative Agent. (c) If any Grantor or any director, officer, employee, agent of such Grantor, or any other Person acting for or in concert with such Grantor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, such Grantor and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Administrative Agent and the Lenders and, immediately promptly upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to a Deposit Account. (d) So long as no Event of Default shall have occurred and be continuing, the Agent Account. The GrantorsGrantors may draw checks on, jointly and severallyotherwise withdraw amounts from a Deposit Account maintained with a Deposit Account Bank in such amounts as may be required in the ordinary course of business or as permitted under the Credit Agreement, agree including, without limitation, to pay all fees, costs or prepay Debt (as defined in the Credit Agreement) outstanding under the Loan Documents (as defined in the Credit Agreement). If an Event of Default shall have occurred and expenses which the Administrative Agent incurs in connection with opening and maintaining the Agent Account and depositing for collection by the Administrative Agent any check or other item of payment received by the Administrative Agent on account of the Obligations. All of such fees, costs and expenses shall constitute Secured Obligations hereunder and shall be payable to the Administrative Agent by the Grantors upon demand. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the applicable Grantor to the Administrative Agent, and, if that endorsement of any such item shall not be made for any reasoncontinuing, the Administrative Agent is hereby irrevocably authorized may, at any time and without notice to, or consent from, any Grantor, order any Deposit Account Bank, pursuant to endorse a Deposit Account Control Agreement, to transfer, or direct the same on transfer of, funds from any Deposit Account maintained at such Grantor’s behalf. Deposit Account Bank to satisfy the Grantors' obligations under the Loan Documents (as defined in the Credit Agreement). (e) For the purpose of this section, each Grantor irrevocably hereby makes, constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent for that purpose) as such Grantor’s 's true and lawful attorney and agent-in-in- fact (ai) to endorse such Grantor’s 's name upon said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, Instrument, invoice or similar document or agreement relating to any Account of the such Grantor or goods pertaining thereto; (bii) to take control in any manner of any item of payment or proceeds thereof; and (ciii) to have access to any lock box or postal box into which any of such Grantor’s 's mail is deposited, and open and process all mail addressed to the such Grantor and deposited therein. All amounts received in an Agent Account shall be deemed received by the Administrative Agent in accordance with Section 7.1 of the Credit Agreement and applied to Revolving Outstandings. In no event shall any amount be applied unless and until such amount shall have been credited in immediately available funds to an Agent Account.