SECTION # Deposit Accounts. Subject to Section 5.12 and Section 5.13, none of the Borrower or any other Loan Party will at any time own, open, establish or suffer to exist in its name any Deposit Account or Securities Account, except # Controlled Accounts and # Excluded Accounts.

Cross-Age. If the dollar amount of accounts of an account debtor which are not Eligible Accounts under subparagraph # above exceeds 10% of the total dollar amount due from such account debtor (which percentage limitation may change from time to time at Bank's discretion), all of such account debtor's accounts shall be excluded from Eligible Accounts.

SECTION # Deposit Accounts and Securities Accounts. The Borrower will, and will cause each of the Subsidiary Guarantors to, keep all of its Deposit Accounts and Securities Accounts separate from, and will not commingle any of its cash or cash equivalents with, those of other Persons (including its Subsidiaries and Affiliates); provided that the foregoing shall not restrict any Investment permitted under Section 6.05 or any Restricted Payment permitted under [Section 6.07]. Subject to Section 5.12, the Borrower will, and will cause each of the Subsidiary Guarantors to, deposit, or cause to be deposited, promptly, and in any event no later than the second Business Day after the receipt thereof, all of its cash and cash equivalents (other than amounts to be deposited in Excluded Accounts) in Controlled Accounts. Subject to Section 5.12, each Deposit Account of the Borrower or any Subsidiary Guarantor (other than an Excluded Account) shall at all times be a Controlled Account and each Securities Account of the Borrower or any Subsidiary Guarantor (other than an Excluded Account) shall at all times be a Controlled Account.

8.5Administration of Deposit Accounts. [Schedule 8.5] sets forth all Deposit Accounts maintained by Borrowers, including all Dominion Accounts. Each Borrower shall take all actions necessary to establish Agent’s control of each such Deposit Account (other than a Deposit Account exclusively used for payroll, payroll taxes or employee benefits, or an account containing not more than $100,000 at any time, all such accounts being “Excluded Deposit Accounts”). A Borrower shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than Agent) to have control over a Deposit Account or any Property deposited therein. Each Borrower shall promptly notify Agent of any opening or closing of a Deposit Account (other than any Excluded Deposit Accounts) and, with the consent of Agent, will amend [Schedule 8.5] to reflect same.

The Buyer shall deliver, on behalf of the Sellers and the Company, an amount equal to the Excluded Liabilities to the holders of such Excluded Liabilities, by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative.

“Excluded Account” means # any payroll account so long as such payroll account is a zero balance account, # deposit or securities accounts, amounts on deposit or value of the securities held in which, on an individual account basis, do not exceed $100,000 in the aggregate at any one time; provided that deposit accounts and securities accounts may only be treated as Excluded Accounts pursuant to this clause (b) so long as the amount on deposit or value of the securities held in all such accounts on an aggregate combined basis does not exceed $500,000 at any one time, # withholding tax and fiduciary accounts, # any collection account, reserve account or other similar account established and solely utilized in accordance with any Permitted Securitization Indebtedness or Permitted Warehouse Indebtedness, # all deposit accounts primarily used for payment of payroll, taxes or employee benefits and # mortgage servicing accounts maintained by the Borrower as servicer or special servicer on behalf of a third-party, so long as such mortgage servicing accounts are used solely for servicing purposes.

Accounts with respect to an Account Debtor whose Eligible Accounts owing to Loan Parties exceed 10% of all Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, that in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,

#Sections 7.12 and 7.14 or any Loan Document need not be satisfied with respect to any Excluded Assets. In addition, the Collateral and Guarantee requirement and the provisions of the Loan Documents shall not require any account control agreements, lockbox arrangements or the taking of any other actions to perfect by control any security interest in any deposit accounts, securities accounts or commodities accounts.

for any period during which there are any Excluded Entities, simultaneously with the delivery of each set of consolidated financial statements referred to in [Sections 5.01(a) and 5.01(b)] above, reasonable supplemental financial information reflecting adjustments necessary to eliminate the accounts of the Excluded Entities (if any) from such consolidated financial statements (which may be in footnote form);

The Company shall establish and maintain, as appropriate, separate unfunded Stock Unit Accounts for each Director who has elected that any portion of his or her Deferred Cash Compensation be credited to a Stock Unit Account.