Representations, Warranties and Covenants of the Accounts Bank. The Accounts Bank hereby represents, warrants, covenants and agrees with the Lender and the Borrower as follows:

Upon the notice of resignation by the Accounts Bank or upon the removal of the Accounts Bank pursuant to Section 7.5(a), the Lender shall appoint a successor Accounts Bank hereunder, which shall be a commercial bank having a combined capital and surplus of at least Two Hundred Million Dollars ($200,000,000). If no successor Accounts Bank has been appointed and has accepted its appointment within thirty (30) days, the resigning or removed Accounts Bank may, at the expense of the Borrower, petition a court of competent jurisdiction for the appointment of a successor Accounts Bank.

Bank Products. Borrowers may request and Wells Fargo may, in its sole and absolute discretion, arrange for Borrowers to obtain, from Wells Fargo, Wells Fargo’s Affiliates or the other Lenders, Bank Products although Borrowers are not required to do so. To the extent Bank Products are provided by an Affiliate of Wells Fargo or an Affiliate of a Lender, Borrowers agree to indemnify and hold Wells Fargo and the Lenders harmless from any and all reasonable and documented out-of-pocket costs and obligations now or hereafter incurred by Wells Fargo or any of the Lenders which arise from the indemnity given by Wells Fargo to its Affiliates or a Lender to its Affiliates related to such Bank Products except for costs or obligations resulting from the gross negligence or willful misconduct of Wells Fargo or any of the Lenders. The agreement contained in this section shall survive termination of this Agreement. Each Borrower acknowledges and agrees that the obtaining of Bank Products from Wells Fargo, Wells Fargo’s Affiliates or any other Lender # is in the sole and absolute discretion of Wells Fargo, Wells Fargo’s Affiliates, or other Lender, as applicable and # is subject to all rules and regulations of Wells Fargo, Wells Fargo’s Affiliates or such other Lender, as applicable.

Issuing Bank. For purposes of this [Section 2.16], the term “Lender” includes the Issuing Bank.

Bank Products. Borrowers and Guarantors, or any of their Subsidiaries, may (but no such Person is required to) request that the Bank Product Providers provide or arrange for such Person to obtain Bank Products from Bank Product Providers, and each Bank Product Provider may, in its sole discretion, provide or arrange for such Person to obtain the requested Bank Products. Borrowers and Guarantors or any of their Subsidiaries that obtain Bank Products shall indemnify and hold Administrative Agent, each Lender and their respective Affiliates harmless from any and all obligations now or hereafter owing to any other Person by any Bank Product Provider in connection with any Bank Products other than for gross negligence or willful misconduct on the part of any such indemnified Person. This [Section 6.13] shall survive the payment of the Obligations and the termination of this Agreement. Borrower and its Subsidiaries acknowledge and agree that the obtaining of Bank Products from Bank Product Providers # is in the sole discretion of such Bank Product Provider, and # is subject to all rules and regulations of such Bank Product Provider.

Bank Expenses. All Bank Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this Agreement, which, assuming two (2) reasonable turns of the Loan Documents shall not exceed Twenty-Five Thousand Dollars ($25,000) plus out-of-pocket costs for diligence, filing fees and related items on the Effective Date) incurred through and after the Effective Date, when due (or, if no stated due date, upon demand by Bank).

Issuing Bank. For purposes of [Section 2.16(e) and (f)])], the term “Lender” includes any Issuing Bank and the term “applicable law” includes FATCA.

During a Cash Dominion Period, furnish [[Organization B:Organization]], on the third (3rd) Business Day of each week, a calculation of Liquidity as of the end of the immediately preceding week, along with weekly bank statements supporting such calculation; provided that [[Organization A:Organization]] will provide such bank statements on a daily basis if Excess Availability is less than $10,000,000.

Bank Matters Subject to Applicable Law and the provisions of this Agreement, including [Section 42], the Parties agree that the matters set forth in this [Section 431] are to be determined in the sole discretion of Bank (collectively, the “Bank Matters”):

Collateral Accounts. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right to cause to be established and maintained, at its principal office or such other location or locations as it may establish from time to time in its discretion, one or more accounts (collectively, “Collateral Accounts”) for the collection of cash Proceeds of the Collateral. Such Proceeds, when deposited, shall continue to constitute Collateral for the Secured Obligations and shall not constitute payment thereof until applied as herein provided. The Administrative Agent shall have sole dominion and control over all funds deposited in any Collateral Account, and such funds may be withdrawn therefrom only by the Administrative Agent. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right to apply amounts held in the Collateral Accounts in payment of the Secured Obligations in the manner provided for in [Section 6.2].