Common use of Control of the Securities Account Clause in Contracts

Control of the Securities Account. If at any time prior to delivery of a Notice of Termination of First Lien Obligations by the First Lien Collateral Agent the Securities Intermediary shall receive any order from the First Lien Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person. If at any time the Securities Intermediary shall receive any entitlement order from the Second Lien Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person; provided that, prior to receipt by the Securities Intermediary of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral Agent, the Securities Intermediary shall not comply with any entitlement order issued by the Second Lien Collateral Agent without the written consent of the First Lien Collateral Agent. The Securities Intermediary shall comply with entitlement orders from the Debtor directing transfer or redemption of any financial asset relating to the Securities Account until such time as the Securities Intermediary has received a Blocking Notice delivered pursuant to Section 9(a). Until such time as the Securities Intermediary has received a Blocking Notice delivered under Section 9(a), the Securities Intermediary shall be entitled to distribute to the Debtor all income on the financial assets in the Securities Account. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the First Lien Collateral Agent or the Second Lien Collateral Agent (either with the written consent of the First Lien Collateral Agent or following the receipt by Securities Intermediary of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral Agent), if applicable, the Securities Intermediary shall follow the orders issued by the applicable Collateral Lien Holder.

Control of the Securities Account. If at any time prior to delivery of a Notice of Termination of First Lien Obligations by the First Lien Collateral Agent Bank the Securities Intermediary shall receive any order from the First Lien Collateral Agent Bank directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person. If at any time the Securities Intermediary shall receive any entitlement order from the Second Lien Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person; provided that, prior to receipt by the Securities Intermediary of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral AgentBank, the Securities Intermediary shall not comply with any entitlement order issued by the Second Lien Collateral Agent without the written consent of the First Lien Collateral AgentBank. The Securities Intermediary shall comply with entitlement orders from the Debtor directing transfer or redemption of any financial asset relating to the Securities Account until such time as the Securities Intermediary has received a Blocking Notice delivered pursuant to Section 9(a). Until such time as the Securities Intermediary has received a Blocking Notice delivered under Section 9(a), the Securities Intermediary shall be entitled to distribute to the Debtor all income on the financial assets in the Securities Account. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the First Lien Collateral Agent Bank or the Second Lien Collateral Agent (either with the written consent of the First Lien Collateral Agent Bank or following the receipt by Securities Intermediary of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral AgentBank), if applicable, the Securities Intermediary shall follow the orders issued by the applicable Collateral Lien Holder.

Control of the Securities Account. If Notwithstanding anything to the contrary contained herein, after such time as the Securities Intermediary has received a Blocking Notice delivered under Section 9(a), if at any time prior to delivery of a Notice of Termination of First Lien Obligations by the First Lien Collateral Agent the Securities Intermediary shall receive any order from the First Lien Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person. If After such time as the Securities Intermediary has received a Blocking Notice delivered under Section 9(a), if at any time the Securities Intermediary shall receive any entitlement order from the Second Lien Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person; provided that, prior to receipt by the Securities Intermediary of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral Agent, the Securities Intermediary shall not comply with any entitlement order issued by the Second Lien Collateral Agent without the written consent of the First Lien Collateral Agent. The Securities Intermediary shall comply with entitlement orders from the Debtor directing transfer or redemption of any financial asset relating to the Securities Account until such time as the Securities Intermediary has received a Blocking Notice delivered pursuant to Section 9(a). Until such time as the Securities Intermediary has received a Blocking Notice delivered under Section 9(a), the Securities Intermediary shall be entitled to distribute to the Debtor all income on the financial assets in the Securities Account. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the First Lien Collateral Agent or the Second Lien Collateral Agent (either with the written consent of the First Lien Collateral Agent or following the receipt by Securities Intermediary of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral Agent), if applicable, the Securities Intermediary shall follow the orders issued by the applicable Collateral Lien HolderAgent.

Control of the Securities Account. If After the Secured Party receives a Subordination Termination Notice (a “Control Triggering Event”), then Secured Party hereunder shall be entitled to issue a Notice of Sole Control hereunder in substantially the form set forth in Exhibit A hereto. After the Notice of Sole Control (as defined in Section 8(a)) is received by the Securities Intermediary at any time prior to delivery following the occurrence of a Notice of Termination of First Lien Obligations by the First Lien Collateral Agent Control Triggering Event, then if the Securities Intermediary shall receive any order from the First Lien Collateral Agent Secured Party directing withdrawal, transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person. If at any time Before the Notice of Sole Control is received by the Securities Intermediary, if the Securities Intermediary shall receive any entitlement order from the Second Lien Collateral Agent Debtor directing transfer substitution or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by order. After a Control Triggering Event and before the Debtor or any other person; provided that, prior to receipt Notice of Sole Control is received by the Securities Intermediary Intermediary, if a withdrawal notice in the form of a Notice of Termination of First Lien Obligations sent Exhibit C hereto from the Secured Party (the “Withdrawal Notice”) is received by the First Lien Collateral AgentSecurities Intermediary, then the Securities Intermediary shall not comply with any entitlement order issued follow such orders to allow withdrawals by the Second Lien Collateral Agent without the written consent of the First Lien Collateral Agent. The Securities Intermediary shall comply with entitlement orders from the Debtor directing transfer or redemption of any financial asset relating to the Securities Account until such time as the Securities Intermediary has received a Blocking Notice delivered pursuant to Section 9(a). Until such time as the Securities Intermediary has received a Blocking Notice delivered under Section 9(a), the Securities Intermediary shall be entitled to distribute to the Debtor all income on the financial assets in the Securities Account. Debtor.. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the First Lien Collateral Agent or the Second Lien Collateral Agent (either with the written consent of the First Lien Collateral Agent or following the receipt by Securities Intermediary of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral Agent), if applicableSecured Party, the Securities Intermediary shall follow the orders issued by the applicable Collateral Lien HolderSecured Party.

Control of the Securities Account. If at any time prior to delivery of a Notice of Termination of First Lien Obligations by the First Lien Collateral Agent the Securities Intermediary shall receive any order from the First Lien Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person. If at any time the Securities Intermediary shall receive any entitlement order from the Second Lien Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person; provided that, prior to receipt by the Securities Intermediary of a Notice of Termination of First Lien Obligations sent by Obligations, in the First Lien Collateral Agent, event the Securities Intermediary shall not comply with any entitlement order issued by receives conflicting instructions from the Collateral Agents, the Second Lien Collateral Agent without hereby instructs the written consent Securities Intermediary to comply with the instructions of the First Lien Collateral Agent. .. The Securities Intermediary shall comply with entitlement orders from the Debtor directing transfer or redemption of any financial asset relating to the Securities Account until such time as the Securities Intermediary has received a Blocking Notice of Sole Control delivered pursuant to Section 9(a). Until such time as the Securities Intermediary has received a Blocking Notice of Sole Control delivered under Section 9(a), the Securities Intermediary shall be entitled to distribute to the Debtor all income on the financial assets in the Securities Account. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the First Lien Collateral Agent or the Second Lien Collateral Agent (either with the written consent of the First Lien Collateral Agent or following the receipt by Securities Intermediary Financial EXHIBIT C-2 Institution of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral AgentObligations), if applicable, the Securities Intermediary shall follow the orders issued by the applicable Collateral Lien HolderAgent.

Control of the Securities Account. If If, at any time prior to delivery of a Notice of Termination of First Lien Obligations by the First Lien Collateral Agent the time, Securities Intermediary shall receive any entitlement order (as defined in Section 8-102(a)(8) of the UCC) (an “Entitlement Order”) from Secured Party directing the First Lien Collateral Agent directing transfer or redemption of any financial asset or security entitlement relating to any of the Securities AccountAccounts, the Securities Intermediary shall comply with such entitlement order Entitlement Order without further consent by the Debtor Grantor or any other personperson or entity within a reasonable time of receipt of such Entitlement Order not to exceed three business days. If at any time the Securities Intermediary shall receive have no obligation to act, and shall be fully protected in refraining from acting, in respect of the financial assets and security entitlement credited to any entitlement order of the Securities Accounts in the absence of such Entitlement Order. In addition, prior to the receipt of any Entitlement Order from Secured Party, Securities Intermediary may comply with instructions or Entitlement Orders received from Grantor. In the Second Lien Collateral Agent directing transfer event Secured Party issues an Entitlement Order for the transfer, redemption or redemption other disposition of any financial asset relating assets credited to any of the Securities AccountAccounts, the (a) Securities Intermediary shall comply with attempt to cancel promptly any open orders which had been entered by Grantor but had not yet been executed at the time such entitlement order without further consent Entitlement Order is received by the Debtor or any other person; provided that, prior to receipt by the Securities Intermediary of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral Agent, the and (b) Securities Intermediary shall not comply with any entitlement order issued by the Second Lien Collateral Agent without the written consent of the First Lien Collateral Agent. The Securities Intermediary shall comply with entitlement orders from the Debtor directing transfer or redemption of any financial asset relating close each open transaction related to the Securities Account until such time as the Securities Intermediary has received a Blocking Notice delivered pursuant to Section 9(a). Until such time as the Securities Intermediary has received a Blocking Notice delivered under Section 9(a), the Securities Intermediary shall be entitled to distribute to the Debtor all income on the financial assets and shall forward any proceeds thereof, together with such accounting as Securities Intermediary provides in the ordinary course of its business upon the liquidation of any account, directly to Secured Party; provided, however that nothing contained herein shall require any action in violation of, or prevent any action necessary for compliance with, any applicable law on the part of Securities Account. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the First Lien Collateral Agent or the Second Lien Collateral Agent (either with the written consent of the First Lien Collateral Agent or following the receipt by Securities Intermediary of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral Agent), if applicable, the Securities Intermediary shall follow the orders issued by the applicable Collateral Lien HolderIntermediary.

Control of the Securities Account. (a) If at any time prior to delivery of a Notice of Termination of First Lien Obligations by the First Lien Collateral Agent the Securities Intermediary shall receive any order from the First Lien Collateral Agent directing transfer or redemption of any financial asset relating credited to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person. If at any time the Securities Intermediary shall receive any entitlement order from the Second Lien Collateral Agent directing transfer or redemption of any financial asset relating credited to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person; provided that, prior to receipt by the Securities Intermediary of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral Agent, the Securities Intermediary shall not comply with any entitlement order issued by the Second Lien Collateral Agent without the written consent of the First Lien Collateral Agent. The Securities Intermediary shall comply with entitlement orders from the Debtor directing transfer or redemption of any financial asset relating to the Securities Account until such time as the Securities Intermediary has received a Blocking Notice of Sole Control delivered pursuant to Section 9(a). Until such time as the Securities Intermediary has received a Blocking Notice of Sole Control delivered under Section 9(a), the Securities Intermediary shall be entitled to distribute to the Debtor all income on the financial assets in the Securities Account. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the First Lien Collateral Agent or the Second Lien Collateral Agent (either with the written consent of the First Lien Collateral Agent or following the receipt by Securities Intermediary of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral Agent), if If applicable, the Securities Intermediary shall follow the orders issued by the applicable Collateral Lien HolderAgent.

Control of the Securities Account. (a) If at any time prior to delivery of a Notice of Termination of First Lien Obligations by the First Lien Collateral Agent the Securities Intermediary shall receive any order from the First Lien Collateral Agent directing transfer or redemption of any financial asset relating credited to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person. If at any time the Securities Intermediary shall receive any entitlement order from the Second Lien Collateral Agent directing transfer or redemption of any financial asset relating credited to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person; provided that, prior to receipt by the Securities Intermediary of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral Agent, the Securities Intermediary shall not comply with any entitlement order issued by the Second Lien Collateral Agent without the written consent of the First Lien Collateral Agent. The Securities Intermediary shall comply with entitlement orders from the Debtor directing transfer or redemption of any financial asset relating to the Securities Account until such time as the Securities Intermediary has received a Blocking Notice of Sole Control delivered pursuant to Section 9(a). Until such time as the Securities Intermediary has received a Blocking Notice of Sole Control delivered under Section 9(a), the Securities Intermediary shall be entitled to distribute to the Debtor all income on the financial assets in the Securities Account. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the First Lien Collateral Agent or the Second Lien Collateral Agent (either with the written consent of the First Lien Collateral Agent or following the receipt by Securities Intermediary of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral Agent), if applicable, the Securities Intermediary shall follow the orders issued by the applicable Collateral Lien HolderAgent.

Control of the Securities Account. If at any time prior to delivery of a After the Notice of Termination of First Lien Obligations Sole Control (as defined in Section 8(a)) is received by the First Lien Collateral Agent Securities Intermediary, and until the date that Securities Intermediary receives either: (i) a termination notice in the form of Exhibit B hereto from both of Secured Party and Other Secured Party (“Termination Notice”); or (ii) a subordination termination notice from Secured Party in the form of Exhibit C hereto (a “Subordination Termination Notice”)), then if the Securities Intermediary shall receive any order from the First Lien Collateral Agent Secured Party directing withdrawal, transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor Debtor, the Other Secured Party or any other person. If at Securities Intermediary shall not comply with any time order it receives from the Other Secured Party directing the withdrawal, transfer or redemption of any financial asset, until and unless Securities Intermediary receives a Termination Notice or a Subordination Termination Notice of this Agreement pursuant to Section 13. Any Termination Notice is not effective as to the Securities Intermediary unless it is signed by both Secured Party and Other Secured Party. Before the Notice of Sole Control is received by the Securities Intermediary, if the Securities Intermediary shall receive any entitlement order from the Second Lien Collateral Agent Debtor directing transfer substitution or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by order. Before the Debtor or any other person; provided that, prior to receipt Notice of Sole Control is received by the Securities Intermediary Intermediary, if a withdrawal notice in the form of a Notice of Termination of First Lien Obligations sent Exhibit D hereto from both the Secured Party and the Other Secured Party (the “Withdrawal Notice”) is received by the First Lien Collateral AgentSecurities Intermediary, then the Securities Intermediary shall not comply with any entitlement order issued follow such orders to allow withdrawals by the Second Lien Collateral Agent without the written consent of the First Lien Collateral Agent. The Securities Intermediary shall comply with entitlement orders from the Debtor directing transfer or redemption of any financial asset relating to the Securities Account until such time as the Securities Intermediary has received a Blocking Notice delivered pursuant to Section 9(a). Until such time as the Securities Intermediary has received a Blocking Notice delivered under Section 9(a), the Securities Intermediary shall be entitled to distribute to the Debtor all income on the financial assets in the Securities AccountDebtor. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the First Lien Collateral Agent or the Second Lien Collateral Agent (either with the written consent of the First Lien Collateral Agent or following the receipt by Securities Intermediary of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral Agent), if applicableSecured Party, the Securities Intermediary shall follow the orders issued by the applicable Collateral Lien HolderSecured Party.

Control of the Securities Account. If at any time prior to delivery of a Notice of Termination of First Lien Obligations by the First Lien Collateral Agent the Securities Intermediary shall receive any order from the First Lien Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person. If at any time the Securities Intermediary shall receive any entitlement order from the Second Lien Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person; provided that, prior to receipt by the Securities Intermediary of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral AgentObligations, the Securities Intermediary shall not comply with any entitlement order issued by the Second Lien Collateral Agent without the written consent of the First Lien Collateral Agent; and provided further that the Second Lien Collateral Agent shall not issue any entitlement orders other than in accordance with Section 3 of the Intercreditor Agreement. The Securities Intermediary shall comply with entitlement orders from the Debtor directing transfer or redemption of any financial asset relating to the Securities Account until such time as the Securities Intermediary has received a Blocking Notice of Sole Control delivered pursuant to Section 9(a). Until such time as the Securities Intermediary has received a Blocking Notice of Sole Control delivered under Section 9(a), the Securities Intermediary shall be entitled to distribute to the Debtor all income on the financial assets in the Securities Account. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the First Lien Collateral Agent or the Second Lien Collateral Agent (either with the written consent of the First Lien Collateral Agent or following the receipt by Securities Intermediary Financial Institution of a Notice of Termination of First Lien Obligations sent by the First Lien Collateral AgentObligations), if applicable, the Securities Intermediary shall follow the orders issued by the applicable Collateral Lien HolderAgent.