Common use of Control Requirements Clause in Contracts

Control Requirements. Subject to the provisions of Section 3.3: (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (x) ensure that the DIP Agent or the First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee has Control thereof pursuant to clause (i), (ii) or (iii) of this Section 4.2(a), as applicable, or (y) if the DIP Agent or First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request of the Collateral Trustee, cause such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract to be moved to a depository institution, Securities Intermediary or financial institution, as applicable, where such Control may be established or cause the foregoing to be subject to other equivalent arrangements acceptable to the Collateral Trustee and the Tranche B Advisors (as defined in the DIP Credit Agreement) in their sole discretion; provided, however, the Control requirements in this Section 4.2(a) shall not apply to any Deposit Account, Securities Account, Security Entitlement, Commodity Account and Commodity Contract, in each case, having a value, or having funds or other assets credited thereto with a monthly average balance of less than $100,000 individually and $1,000,000 in the aggregate for all Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all Grantors. (i) With respect to any Securities Account or Security Entitlements included in the Collateral, Control shall be established by (A) the Securities Intermediary which maintains such Securities Account or Security Entitlement entering into an agreement substantially in the form of Exhibit C (or such other agreement in form reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)), pursuant to which the Securities Intermediary shall agree to comply with the DIP Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an agreement may be obtained. (ii) With respect to any Deposit Account included in the Collateral, Control shall be established by (A) the depositary institution which maintains such Deposit Account entering into an agreement substantially in the form of Exhibit D (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the depositary institution shall not be reasonably satisfactory to the Collateral Trustee)), pursuant to which the Bank shall agree to comply with the DIP Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Deposit Account to be moved to a depository institution where such an agreement may be obtained. (iii) With respect to any Commodity Account or Commodity Contracts included in the Collateral, Control shall be established by the applicable Grantor in favor of the Collateral Trustee in a manner reasonably acceptable to the Collateral Trustee.

Control Requirements. Subject to the provisions of Section 3.3: (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (x) ensure that the DIP Collateral Agent or the First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee has Control thereof pursuant to clause (i), (ii) or (iii) of this Section 4.2(a), as applicable, or (y) if the DIP Agent or First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request of the Collateral Trustee, cause such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract to be moved to a depository institution, Securities Intermediary or financial institution, as applicable, where such Control may be established or cause the foregoing to be subject to other equivalent arrangements acceptable to the Collateral Trustee and the Tranche B Advisors (as defined in the DIP Credit Agreement) in their sole discretionthereof; provided, however, the that such Control requirements in this Section 4.2(a) requirement shall not apply to any (i) zero balance accounts, (ii) Deposit AccountAccounts that are used specifically and exclusively to fund payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Grantor’s employees or (iii) Deposit Accounts, Securities AccountAccounts, Security EntitlementEntitlements, Commodity Account Accounts and Commodity Contract, in each case, having Contracts with a valuevalue of less than, or having funds or other assets credited thereto with a monthly value (which in the case of any Deposit Account or Securities Account shall be based on the average balance daily closing value of amounts on deposit therein in any consecutive 30-day period) of less than than, $100,000 5,000,000 individually and or $1,000,000 10,000,000 in the aggregate aggregate. Except for all Deposit AccountSecurities Accounts for which the Collateral Agent is the depository, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all Grantors. (i) With with respect to any Securities Account Accounts or Security Entitlements included in the CollateralSecurities Entitlements, such Control shall be established accomplished by (A) the Grantor causing the Securities Intermediary which maintains maintaining such Securities Account or Security Entitlement entering to enter into an agreement substantially in the form of Exhibit C (or such other a control agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)), Agent pursuant to which the Securities Intermediary shall agree to comply with the DIP Collateral Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s Entitlement Orders without further consent by such Grantor, or (B) at the request of . Except for Deposit Accounts for which the Collateral TrusteeAgent is the depository, a Grantor causing such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an agreement may be obtained. (ii) With with respect to any Deposit Account included in the CollateralAccount, Control each Grantor shall be established by (A) cause the depositary institution which maintains maintaining such Deposit Account entering account to enter into an agreement substantially in the form of Exhibit D (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the depositary institution shall not be reasonably satisfactory to the Collateral Trustee))Agent, pursuant to which the Bank shall agree to comply with the DIP Collateral Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor, or (B) at the request of . Except for Commodity Accounts for which the Collateral TrusteeAgent is the depository, a Grantor causing such Deposit Account to be moved to a depository institution where such an agreement may be obtained. (iii) With with respect to any Commodity Account Accounts or Commodity Contracts included in the Collateral, each Grantor shall cause Control shall be established by the applicable Grantor in favor of the Collateral Trustee Agent in a manner reasonably acceptable to the Collateral TrusteeAgent. Notwithstanding anything to the contrary in this subsection (a), Collateral Agent shall only issue Entitlement Orders or instructions with respect to disposition of funds in Deposit Accounts or exercise Control over any Commodity Account, in each case without the consent of the applicable Grantor, upon the occurrence and during the continuance of an Event of Default, provided that upon receipt of a notice of the issuance of such Entitlement Orders or instructions from the Collateral Agent the Grantors shall cease providing any Entitlement Orders or instructions to the applicable Securities Intermediary or Bank. (b) With respect to any Uncertificated Security included in the Collateral and issued by an issuer formed under the laws of the United States or any political subdivision thereof (other than any Uncertificated Securities credited to a Securities Account) if requested by the Collateral Agent, each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided, however, that Collateral Agent shall only issue instructions with respect to such Uncertificated Security without the consent of such Grantor upon the occurrence and during the continuance of an Event of Default. (c) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $5,000,000 in the aggregate.

Control Requirements. Subject to the provisions of Section 3.3: (a) With Subject to Section 6.18 of the Credit Agreement (to the extent applicable), with respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (x) ensure that the DIP Agent or the First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee has Control thereof pursuant to clause (i), (ii) or (iii) of this Section 4.2(a), as applicable, or (y) if the DIP Agent or First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request of the Collateral Trustee, cause such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract to be moved to a depository institutionincluded in the Collateral, Securities Intermediary or financial institution, as applicable, where such Control may be established or cause each Grantor shall ensure that the foregoing to be subject to other equivalent arrangements acceptable to the Priority Lien Collateral Trustee and the Tranche B Advisors (as defined in the DIP Credit Agreement) in their sole discretionhas Control thereof; provided, however, the that such Control requirements in this Section 4.2(a) requirement shall not apply to any Deposit Account, Securities Account, Security Entitlement, Commodity Account and Commodity Contract, in each case, having a value, or having funds or other assets credited thereto with a monthly average balance of less than $100,000 individually and $1,000,000 in Accounts as long as the aggregate for cash deposited in all such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all Grantors. (i) Accounts does not exceed $1,000,000. With respect to any Securities Account Accounts or Security Entitlements included in the CollateralSecurities Entitlements, such Control shall be established accomplished by (A) the Grantor causing the Securities Intermediary which maintains maintaining such Securities Account or Security Entitlement entering to enter into an agreement substantially in the form of Exhibit C (or such other agreement in form and substance reasonably satisfactory to the Priority Lien Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)), pursuant to which the Securities Intermediary shall agree to comply with the DIP Agent’s or First Priority Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an agreement may be obtained. (ii) . With respect to any Deposit Account included in the CollateralAccount, Control each Grantor shall be established by (A) cause the depositary institution which maintains maintaining such Deposit Account entering account to enter into an agreement substantially in the form of Exhibit D (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the depositary institution shall not be reasonably satisfactory to the Priority Lien Collateral Trustee)), pursuant to which the Bank such depository institution shall agree to comply with the DIP Agent’s or First Priority Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Deposit Account to be moved to a depository institution where such an agreement may be obtained. (iii) . With respect to any Commodity Account Accounts or Commodity Contracts included in the CollateralContracts, each Grantor shall cause Control shall be established by the applicable Grantor in favor of the Priority Lien Collateral Trustee in a manner reasonably acceptable to the Priority Lien Collateral Trustee. With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), the applicable Grantor shall promptly notify the Priority Lien Collateral Trustee of the acquisition thereof and thereafter at the written request of the Priority Lien Collateral Trustee, each Grantor shall cause (or, with respect to an issuer that is not a Subsidiary or a controlled Affiliate of a Grantor, use commercially reasonable efforts to cause), the issuer of such Uncertificated Security to either (i) register the Priority Lien Collateral Trustee as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Priority Lien Collateral Trustee), pursuant to which such issuer agrees to comply with the Priority Lien Collateral Trustee’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided that, with respect to an issuer that is not a Subsidiary or a controlled Affiliate of a Grantor, if after the use of commercially reasonable efforts such Grantor cannot satisfy such requirement with respect to such Uncertificated Security then such Grantor shall not be required to take any further action with respect to such Uncertificated Security to ensure that the Priority Lien Collateral Trustee has Control of such Uncertificated Security. (b) With respect to any Letter of Credit Rights having a value in excess of $1,000,000 individually or $3,000,000 in the aggregate included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Priority Lien Collateral Trustee has a valid and perfected security interest), Grantor shall use its commercially reasonable efforts to ensure that the Priority Lien Collateral Trustee has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Priority Lien Collateral Trustee. (c) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Priority Lien Collateral Trustee has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $2,000,000 in the aggregate.

Control Requirements. Subject to the provisions of Section 3.3the Intercreditor Agreement: (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (x) ensure that the DIP Agent or the First Lien Agent or, after the Discharge of the Senior First Lien Obligations, the Collateral Trustee has Control thereof pursuant to clause (i), (ii) or (iii) of this Section 4.2(a), as applicable, or (y) if the DIP Agent or First Lien Agent or, after the Discharge of the Senior First Lien Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request of the Collateral Trustee, cause such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract to be moved to a depository institution, Securities Intermediary or financial institution, as applicable, where such Control may be established or cause the foregoing to be subject to other equivalent arrangements acceptable to the Collateral Trustee and the Tranche B Advisors (as defined in the DIP Credit Agreement) in their sole discretionestablished; provided, however, the Control requirements in this Section 4.2(a) shall not apply to any Deposit Account, Securities Account, Security Entitlement, Commodity Account and Commodity Contract, in each case, having a value, or having funds or other assets credited thereto with a monthly average balance of less than $100,000 2,000,000 individually and $1,000,000 10,000,000 in the aggregate for all Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all Grantors. (i) With respect to any Securities Account or Security Entitlements included in the Collateral, Control shall be established by (A) the Securities Intermediary which maintains such Securities Account or Security Entitlement entering into an agreement substantially in the form of Exhibit C (or such other agreement in form reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)), pursuant to which the Securities Intermediary shall agree to comply with the DIP Agent’s or First Lien Agent’s or, after the Discharge of the Senior First Lien Obligations, the Collateral Trustee’s Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an agreement may be obtained. (ii) With respect to any Deposit Account included in the Collateral, Control shall be established by (A) the depositary institution which maintains such Deposit Account entering into an agreement substantially in the form of Exhibit D (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the depositary institution shall not be reasonably satisfactory to the Collateral Trustee)), pursuant to which the Bank shall agree to comply with the DIP Agent’s or First Lien Agent’s or, after the Discharge of the Senior First Lien Obligations, the Collateral Trustee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Deposit Account to be moved to a depository institution where such an agreement may be obtained. (iii) With respect to any Commodity Account or Commodity Contracts included in the Collateral, Control shall be established by the applicable Grantor in favor of the Collateral Trustee in a manner reasonably acceptable to the Collateral Trustee.

Control Requirements. Subject to the provisions of Section 3.3: (a) With Subject to Section 5.19 of the Credit Agreement, all proceeds of Collateral shall be deposited by Grantors into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be acceptable to the Collateral Agent, (ii) Depository Accounts established at the Collateral Agent for the deposit of such proceeds or (iii) the Excluded Accounts. Each applicable Grantor, the Collateral Agent and each Blocked Account Bank (except, for the avoidance of doubt, with respect to Excluded Accounts) shall enter into a deposit account control agreement in form and substance reasonably satisfactory to the Collateral Agent that is sufficient to give the Collateral Agent Control over such account and which directs such Blocked Account Bank, during any Cash Dominion Period, to transfer such funds so deposited on a daily basis or at other times acceptable to the Collateral Agent to the Collateral Agent, either to any account maintained by the Grantors at said Blocked Account Bank or by wire transfer to appropriate account(s) at the Collateral Agent. All funds deposited in such Blocked Accounts or Depository Accounts shall immediately become subject to the security interest of the Collateral Agent for its own benefit and the ratable benefit of the Secured Parties, and Grantors shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither the Collateral Agent nor any Secured Party assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. During a Cash Dominion Period, the Collateral Agent (or the Administrative Agent) shall apply all funds received by it from the Blocked Accounts and/or Depository Accounts to the satisfaction of the Secured Obligations (including the cash collateralization of the Letters of Credit) in such order as the Collateral Agent (or Administrative Agent) shall determine in its sole discretion, provided that, in the absence of any Event of Default, the Collateral Agent (or the Administrative Agent) shall apply all such funds representing collection of Receivables first to the prepayment of the principal amount of the Swing Line Loans, if any, and then to the Revolving Loans. On each Business Day during which a Cash Dominion Period exists and is continuing, all funds credited in immediately available funds to a Blocked Account or Depository Account Day shall be applied by the Collateral Agent or Administrative Agent to repay the outstanding Revolving Loans, and other Secured Obligations to the extent then due and payable. To the extent no Revolving Loans are outstanding, and no other Secured Obligations are then due and payable, all such amounts shall be available for use by the Grantors. (b) All Deposit Accounts (including all Blocked Accounts), Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Collateral are set forth on Schedule 5.2. No Grantor shall either open any new Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts or Commodity Contracts (xother than Excluded Accounts) ensure that the DIP Agent or the First Lien Agent or, after the Discharge of the Senior Obligations, unless (i) such Grantor shall have given at least ten (10) days prior written notice to the Collateral Trustee has Control thereof pursuant to clause (i), Agent and (ii) if such account is to be maintained with a bank, depository institution or (iii) of this Section 4.2(a), as applicable, or (y) if the DIP Agent or First Lien Agent or, after the Discharge of the Senior Obligations, securities intermediary that is not the Collateral Trustee does not have Agent, such bank, depository institution or securities intermediary, each applicable Grantor and Collateral Agent shall use commercially reasonable efforts to enter into, with respect to Deposit Accounts, a Deposit Account Control thereof Agreement, with respect to Securities Accounts or Securities Entitlements, a Securities Account Control Agreement and, with respect to any Commodity Accounts or Commodity Contracts, an arrangement sufficient to cause Control in accordance with clause (x), then at the request favor of the Collateral Trustee, cause Agent in a manner reasonably acceptable to the Collateral Agent within sixty (60) days of the opening of such new Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract to be moved to a depository institutionand if the applicable control agreement is not entered into within such time, Securities Intermediary or financial institutionsuch Grantor shall, as applicableat the request of the Administrative Agent, where close such Control may be established or cause the foregoing to be subject to other equivalent arrangements acceptable to the Collateral Trustee and the Tranche B Advisors (as defined in the DIP Credit Agreement) in their sole discretionnew account; provided, however, the that no Control requirements in this Section 4.2(a) requirement shall not apply to any Deposit Account, Accounts or Securities Account, Security Entitlement, Commodity Account and Commodity Contract, in each case, having a value, or having funds or other assets credited thereto with a monthly average balance of less than $100,000 individually and $1,000,000 in the aggregate for all Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all GrantorsAccounts that are Excluded Accounts. (ic) With respect to any Securities Account or Uncertificated Security Entitlements included in the Collateral, Control shall be established by Collateral (A) the other than any Uncertificated Securities Intermediary which maintains such Securities Account or Security Entitlement entering into an agreement substantially in the form of Exhibit C (or such other agreement in form reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)), pursuant to which the Securities Intermediary shall agree to comply with the DIP Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Securities Account or Security Entitlement to be moved credited to a Securities Intermediary where Account), the applicable Grantor shall use commercially reasonable efforts to cause the issuer of such an agreement may be obtained. Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) With respect to any Deposit Account included in the Collateral, Control shall be established by (A) the depositary institution which maintains such Deposit Account entering into execute an agreement substantially in the form of Exhibit D (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the depositary institution shall not be reasonably satisfactory to the Collateral Trustee))Agent, pursuant to which the Bank shall agree such issuer agrees to comply with the DIP Collateral Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s instructions with respect to disposition of funds in the Deposit Account such Uncertificated Security without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Deposit Account to be moved to a depository institution where such an agreement may be obtained. (iiid) With respect to any Commodity Account Letter of Credit Rights in excess of $500,000 individually or Commodity Contracts $1,000,000 in the aggregate included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), the applicable Grantor shall use commercially reasonable efforts to ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (e) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Control Grantor shall be established by the applicable Grantor in favor of use commercially reasonable efforts to ensure that the Collateral Trustee Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $500,000 individually or $1,000,000 in the aggregate. (f) The Collateral Agent agrees with each Grantor that, in the case of a manner reasonably acceptable Deposit Account subject to the Collateral TrusteeAgent’s Control, the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Grantor with respect to funds from time to time credited to any Deposit Account or, in the case of a Securities Account or Commodity Account subject to the Collateral Agent’s Control, the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Grantor, unless, in each case, a Cash Dominion Period is in effect or, after giving effect to any withdrawal, would be in effect and any such exercise shall be subject to the terms of the Intercreditor Agreement. The Collateral Agent further agrees with each Grantor that in the case of any Uncertificated Security subject to the Collateral Agent’s Control, the Collateral Agent shall not give any instructions with respect to such Uncertificated Security to the issuer thereof unless an Event of Default has occurred and is continuing and any such instructions shall be subject to the terms of the Intercreditor Agreement.

Control Requirements. Subject to the provisions of Section 3.3: (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (x) shall, within the time period specified in the Indenture for any such Investment Account, Commodity Contracts and Security Entitlement existing on the Issue Date, and within 90 days of the opening of any such Investment Account, Commodity Contracts and Security Entitlement after the Issue Date, ensure that the DIP Collateral Agent or has Control thereof; provided that, notwithstanding the First Lien Agent or, after the Discharge of the Senior Obligationsforegoing, the Collateral Trustee has Company shall enter into the Interest Reserve Account Control thereof pursuant to clause (i), (ii) or (iii) of this Section 4.2(a), as applicable, or (y) if Agreement on the DIP Agent or First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request of the Collateral Trustee, cause such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract to be moved to a depository institution, Securities Intermediary or financial institution, as applicable, where such Control may be established or cause the foregoing to be subject to other equivalent arrangements acceptable to the Collateral Trustee and the Tranche B Advisors (as defined in the DIP Credit Agreement) in their sole discretion; provided, however, the Control requirements in this Section 4.2(a) shall not apply to any Deposit Account, Securities Account, Security Entitlement, Commodity Account and Commodity Contract, in each case, having a value, or having funds or other assets credited thereto with a monthly average balance of less than $100,000 individually and $1,000,000 in the aggregate for all Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all Grantors. (i) Issue Date. With respect to any such Securities Account Accounts or Security Entitlements included in the CollateralSecurities Entitlements, such Control shall be established accomplished by (A) the Grantor causing the Securities Intermediary which maintains maintaining such Securities Account or Security Entitlement entering to enter into an agreement substantially in the form of Exhibit C (or such other agreement in form substance reasonably satisfactory to the Collateral Trustee (it being agreed Agent, within the time periods as specified in the preceding sentence, so that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the such Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)), pursuant to which the Securities Intermediary shall agree to comply with the DIP Collateral Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an agreement may be obtained. (ii) . With respect to any such Deposit Account included Account, each Grantor shall, within the time periods specified in the Collateralfirst sentence of this Section 4.2(a), Control shall be established by (A) cause the depositary institution which maintains maintaining such Deposit Account entering account to enter into an agreement substantially in the form of Exhibit D (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the depositary institution shall not be reasonably satisfactory to the Collateral Trustee)), Agent pursuant to which the Bank shall agree to comply with the DIP Collateral Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. Notwithstanding anything herein or in the Indenture to the contrary, the Company shall not be required to implement Control arrangements with respect to bank account xxxx-0040 at Bank of America (or (B) at the request any successor account), so long as such account consists exclusively of certificates of deposit or like instruments posted as collateral in favor of the Collateral Trustee, a Grantor causing such Deposit Account to be moved to a depository institution where such an agreement may be obtainedissuers of letters of credit obtained by the Company in the ordinary course of business. (iiib) With respect to any Commodity Account Uncertificated Security with a Fair Market Value in excess of $500,000, included in the Collateral (other than any Uncertificated Securities credited to a Securities Account) each Grantor shall cause the issuer of such Uncertificated Security to either promptly (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or Commodity Contracts (ii) execute an agreement substantially in the form of Exhibit B hereto pursuant to which such issuer shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Uncertificated Security without further consent by such Grantor. (c) With respect to any Letter of Credit Rights with a Fair Market Value in excess of $500,000 included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), each Grantor shall use its commercially reasonable efforts to obtain the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect any Electronic Chattel Paper with a Fair Market Value in excess of $500,000 or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Control each Grantor shall be established by the applicable Grantor in favor of use commercially reasonable efforts to ensure that the Collateral Trustee in a manner reasonably acceptable to the Collateral TrusteeAgent has Control thereof.

Control Requirements. Subject to the provisions of Section 3.3: (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (x) ensure that the DIP Collateral Agent or the First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee has Control thereof pursuant to clause (i), (ii) or (iii) of this Section 4.2(a), as applicable, or (y) if the DIP Agent or First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request of the Collateral Trustee, cause such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract to be moved to a depository institution, Securities Intermediary or financial institution, as applicable, where such Control may be established or cause the foregoing to be subject to other equivalent arrangements acceptable to the Collateral Trustee and the Tranche B Advisors (as defined in the DIP Credit Agreement) in their sole discretionthereof; provided, however, the that such Control requirements in this Section 4.2(a) requirement shall not apply to any Deposit AccountAccounts, Securities AccountAccounts, Security EntitlementEntitlements, Commodity Account Accounts and Commodity Contract, in each case, having Contracts with a valuevalue of less than, or having funds or other assets credited thereto with a monthly average balance value of less than than, $100,000 500,000 individually and or $1,000,000 in the aggregate for all Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all Grantors. (i) aggregate. With respect to any Securities Account Accounts or Security Entitlements included in the CollateralSecurities Entitlements, such Control shall be established accomplished by (A) the Grantor causing the Securities Intermediary which maintains maintaining such Securities Account or Security Entitlement entering to enter into an agreement substantially in the form of Exhibit C (or such other agreement in form reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)), pursuant to which the Securities Intermediary shall agree to comply with the DIP Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an agreement may be obtained. (ii) With respect to any Deposit Account included in the Collateral, Control shall be established by (A) the depositary institution which maintains such Deposit Account entering into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring Agent) pursuant to which the Securities Intermediary shall agree to comply with the Collateral Trustee in its individual capacity Agent’s Entitlement Orders without further consent by such Grantor. With respect to indemnify any Deposit Account, each Grantor shall cause the depositary institution shall not be maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee)Agent), pursuant to which the Bank shall agree to comply with the DIP Collateral Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Deposit Account to be moved to a depository institution where such an agreement may be obtained. (iii) . With respect to any Commodity Account Accounts or Commodity Contracts included in the Collateral, each Grantor shall cause Control shall be established by the applicable Grantor in favor of the Collateral Trustee Agent in a manner reasonably acceptable to the Collateral TrusteeAgent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security (other than any such issuer which is a Foreign Subsidiary or a Securitization Entity) to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any Letter of Credit Rights relating to letters of credit drawable for an amount of $5,000,000 or more included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral (other than any mortgage loans or consumer loans owned by any Grantor in the ordinary course of business), Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $500,000 individually or $1,000,000 in the aggregate.

Control Requirements. Subject to the provisions of Section 3.3: (a) With respect to any (A) all Deposit Accounts, Securities Accounts, Security Entitlements and Commodity Accounts (including Commodity Contracts maintained therein), in each case, constituting First Lien Collateral that is subject to Control of the First Lien Collateral Agent on the Closing Date, each Grantor shall use commercially reasonable efforts to ensure that within forty-five (45) days after the Closing Date such Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included are subject to the Control of the Collateral Agent in accordance with this Section 4.2(a) (and, to the Collateralextent that the Collateral Agent does not have Control over any such Collateral by such date, each Grantor shall either continue to use commercially reasonable efforts to cause such Collateral to become subject to the Control of the Collateral Agent as soon as practicable thereafter) and (xB) all Deposit Accounts, Securities Accounts, Security Entitlements and Commodity Accounts (including Commodity Contracts maintained therein), in each case, having a value in excess of $1,000,000 individually or $2,000,000 in the aggregate which become Collateral hereunder after the Closing Date, each Grantor shall ensure that the DIP Collateral Agent or the First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee has Control thereof pursuant to clause not later than forty-five (i), (ii45) or (iii) of this Section 4.2(a), as applicable, or (y) if the DIP Agent or First Lien Agent or, days after the Discharge of the Senior Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request of the Collateral Trustee, cause such Deposit Account, Securities Account, Security Securities Entitlement, Commodity Account or Commodity Contract became Collateral hereunder (and, to be moved the extent that the Collateral Agent does not have Control over any such Collateral by such date, each Grantor shall continue to a depository institution, Securities Intermediary or financial institution, as applicable, where use commercially reasonable efforts to cause such Control may be established or cause the foregoing Collateral to be become subject to other equivalent arrangements acceptable to the Control of the Collateral Trustee and the Tranche B Advisors (Agent as defined in the DIP Credit Agreement) in their sole discretionsoon as practicable thereafter); provided, however, that, in the case of clause (B), such Control requirements in this Section 4.2(a) shall not apply to (i) any such Deposit AccountAccounts specially and exclusively used for payroll, Securities Accountpayroll taxes and other employee wage and benefit payments to or for the benefit of a Grantor’s salaried employees, (ii) any trust or fiduciary account that is specifically designated as such or (iii) any such account, Security Entitlement, Entitlement or Commodity Account and Commodity Contract, in each case, having a value, or having funds or other assets credited thereto with a monthly average balance value at all times after the Closing Date not in excess of less than $100,000 individually and $1,000,000 individually or $2,000,000 in the aggregate for all Deposit Account(such accounts, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all Grantors. (i) “Excluded Accounts”). With respect to any Securities Account Accounts or Security Securities Entitlements included in the Collateralother than an Excluded Account, such Control shall be established accomplished by (A) the Grantors by causing the Securities Intermediary which maintains such Securities Account or Security Entitlement entering into an agreement substantially in the form of Exhibit C (or such other agreement in form reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)), pursuant to which the Securities Intermediary shall agree to comply with the DIP Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing maintaining such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an agreement may be obtained. (ii) With respect to any Deposit Account included in the Collateral, Control shall be established by (A) the depositary institution which maintains such Deposit Account entering enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring Agent, a “Securities Account Control Agreement”) with the Collateral Trustee in its individual capacity to indemnify the depositary institution shall not be reasonably satisfactory to the Collateral Trustee)), Agent pursuant to which the Bank Securities Intermediary shall agree to comply with the DIP Collateral Agent’s or Entitlement Orders without further consent by such Grantor (but subject to the exclusive right of the First Lien Agent’s or, after Collateral Agent to give Entitlement Orders prior to the Discharge of First Lien Obligations). With respect to any Deposit Account other than an Excluded Account, such Control shall be accomplished by the Senior Obligations, Grantors by causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral TrusteeAgent, a “Deposit Account Control Agreement”) with the Collateral Agent pursuant to which the depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to the disposition of funds in the Deposit Account without further consent by such Grantor, or Grantor (B) at but subject to the request exclusive right of the First Lien Collateral Trustee, a Grantor causing Agent to give such Deposit Account instructions prior to be moved to a depository institution where such an agreement may be obtained. (iii) the Discharge of First Lien Obligations). With respect to any Commodity Account Accounts or Commodity Contracts included in the Collateralother than an Excluded Account, Control each Grantor shall be established by the applicable Grantor in favor of cause the Collateral Trustee Agent to have Control thereof in a manner reasonably acceptable to the Collateral TrusteeAgent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent’s) instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any Letter of Credit Rights having a value in excess of $1,000,000 individually or $3,000,000 in the aggregate included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for any Collateral in which the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) has a valid and perfected security interest), Grantor shall use its commercially reasonable efforts to ensure that Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent).

Control Requirements. Subject to the provisions of Section 3.3: (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (x) ensure that the DIP Collateral Agent (or the First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee its agent) has Control thereof pursuant to clause (i), (ii) or (iii) of this Section 4.2(a), as applicable, or (y) if the DIP Agent or First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request of the Collateral Trustee, cause such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract to be moved to a depository institution, Securities Intermediary or financial institution, as applicable, where such Control may be established or cause the foregoing to be subject to other equivalent arrangements acceptable to the Collateral Trustee and the Tranche B Advisors (as defined in the DIP Credit Agreement) in their sole discretionthereof; provided, however, the that such Control requirements in this Section 4.2(a) requirement shall not apply to any (i) Deposit AccountAccounts, Securities AccountAccounts, Security EntitlementEntitlements, Commodity Account Accounts and Commodity Contract, in each case, having a value, or having funds or other assets credited thereto with a Contracts for which the aggregate average monthly average balance of all such accounts is less than $100,000 individually 500,000 or (ii) accounts specially and $1,000,000 in the aggregate exclusively used for all Deposit Accountpayroll, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all Grantors. (i) payroll tax and other employee wage and benefit payments. With respect to any Securities Account Accounts or Security Entitlements included in the CollateralSecurities Entitlements, such Control shall be established accomplished by (A) the Grantor causing the Securities Intermediary which maintains maintaining such Securities Account or Security Entitlement entering to enter into an agreement substantially in the form of Exhibit C (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)), Agent pursuant to which the Securities Intermediary shall agree to comply with the DIP Collateral Agent’s (or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s its agent’s) Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an agreement may be obtained. (ii) . With respect to any Deposit Account included in the CollateralAccount, Control each Grantor shall be established by (A) cause the depositary institution which maintains maintaining such Deposit Account entering account to enter into an agreement substantially in the form of Exhibit D (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the depositary institution shall not be reasonably satisfactory to the Collateral Trustee)), Agent pursuant to which the Bank shall agree to comply with the DIP Collateral Agent’s (or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s its agent’s) instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Deposit Account to be moved to a depository institution where such an agreement may be obtained. (iii) . With respect to any Commodity Account Accounts or Commodity Contracts included in the Collateral, each Grantor shall cause Control shall be established by the applicable Grantor in favor of the Collateral Trustee Agent (or its agent’s) in a manner reasonably acceptable to the Collateral TrusteeAgent. Notwithstanding anything to the contrary in this Agreement or any other Secured Debt Document, the Collateral Agent shall only issue Entitlement Orders or instructions with respect to Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts upon the occurrence and during the continuance of a Second Lien Event of Default. (b) With respect to any Uncertificated Security included in the Collateral and issued by an issuer formed under the laws of the United States or any political subdivision thereof (other than any Uncertificated Securities credited to a Securities Account and the DPT LLC Interests), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided, however, that the Collateral Agent shall only issue instructions with respect to such Uncertificated Security without the consent of such Grantor upon the occurrence and during the continuance of a Second Lien Event of Default. (c) With respect to any Letter of Credit Rights with respect to a letter of credit drawable for an amount of $50,000 or more and included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent; provided, however, that the Collateral Agent shall only issue instructions with respect to such Letter of Credit Rights without the consent of such Grantor upon the occurrence and during the continuance of a Second Lien Event of Default. (d) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $25,000 individually or $50,000 in the aggregate.

Control Requirements. Subject to the provisions of Section 3.3: (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (x) ensure that the DIP Collateral Agent (or the First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee its agent) has Control thereof pursuant to clause (i), (ii) or (iii) of this Section 4.2(a), as applicable, or (y) if the DIP Agent or First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request of the Collateral Trustee, cause such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract to be moved to a depository institution, Securities Intermediary or financial institution, as applicable, where such Control may be established or cause the foregoing to be subject to other equivalent arrangements acceptable to the Collateral Trustee and the Tranche B Advisors (as defined in the DIP Credit Agreement) in their sole discretionthereof; provided, however, the that such Control requirements in this Section 4.2(a) requirement shall not apply to any (i) Deposit AccountAccounts, Securities AccountAccounts, Security EntitlementEntitlements, Commodity Account Accounts and Commodity Contract, in each case, having a value, or having funds or other assets credited thereto with a Contracts for which the aggregate average monthly average balance of all such accounts is less than $100,000 individually 500,000 or (ii) accounts specially and $1,000,000 in the aggregate exclusively used for all Deposit Accountpayroll, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all Grantors. (i) payroll tax and other employee wage and benefit payments. With respect to any Securities Account Accounts or Security Entitlements included in the CollateralSecurities Entitlements, such Control shall be established accomplished by (A) the Grantor causing the Securities Intermediary which maintains maintaining such Securities Account or Security Entitlement entering to enter into an agreement substantially in the form of Exhibit C (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)), Agent pursuant to which the Securities Intermediary shall agree to comply with the DIP Collateral Agent’s (or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s its agent’s) Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an agreement may be obtained. (ii) . With respect to any Deposit Account included in the CollateralAccount, Control each Grantor shall be established by (A) cause the depositary institution which maintains maintaining such Deposit Account entering account to enter into an agreement substantially in the form of Exhibit D (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the depositary institution shall not be reasonably satisfactory to the Collateral Trustee)), Agent pursuant to which the Bank shall agree to comply with the DIP Collateral Agent’s (or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s its agent’s) instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Deposit Account to be moved to a depository institution where such an agreement may be obtained. (iii) . With respect to any Commodity Account Accounts or Commodity Contracts included in the Collateral, each Grantor shall cause Control shall be established by the applicable Grantor in favor of the Collateral Trustee Agent (or its agent’s) in a manner reasonably acceptable to the Collateral TrusteeAgent. Notwithstanding anything to the contrary in this Agreement or any other Secured Debt Document, the Collateral Agent shall only issue Entitlement Orders or instructions with respect to Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts upon the occurrence and during the continuance of a First Lien Event of Default. (b) With respect to any Uncertificated Security included in the Collateral and issued by an issuer formed under the laws of the United States or any political subdivision thereof (other than any Uncertificated Securities credited to a Securities Account and the DPT LLC Interests), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided, however, that the Collateral Agent shall only issue instructions with respect to such Uncertificated Security without the consent of such Grantor upon the occurrence and during the continuance of a First Lien Event of Default. (c) With respect to any Letter of Credit Rights with respect to a letter of credit drawable for an amount of $50,000 or more and included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent; provided, however, that the Collateral Agent shall only issue instructions with respect to such Letter of Credit Rights without the consent of such Grantor upon the occurrence and during the continuance of a First Lien Event of Default. (d) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $25,000 individually or $50,000 in the aggregate.

Control Requirements. Subject to the provisions of Section 3.3: (a) With respect to any Deposit Accounts (other than Excluded Deposit Accounts), Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the CollateralCollateral as of the Closing Date, each Grantor the Borrower shall either (x) ensure that the DIP Collateral Agent or the First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee has Control thereof pursuant to clause by entering into a Control Agreement in respect thereof that would meet the requirements for any such agreement contemplated by the immediately succeeding sentence. Following the Closing Date, within thirty (i30) days of the Borrower acquiring, opening or otherwise owning any Deposit Accounts (other than Excluded Deposit Accounts), (ii) or (iii) of this Section 4.2(a)Securities Accounts, as applicableSecurity Entitlements, or (y) if the DIP Agent or First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request Commodity Accounts and Commodity Contracts constituting a portion of the Collateral Trusteethat are not already subject to the Control of the Collateral Agent, cause such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract the Borrower shall use commercially reasonable efforts to be moved to a depository institution, Securities Intermediary or financial institution, as applicable, where establish such Control may be established or cause the foregoing to be subject to other equivalent arrangements acceptable to the Collateral Trustee and the Tranche B Advisors (as defined in the DIP Credit Agreement) in their sole discretion; provided, however, the Control requirements in this Section 4.2(a) shall not apply to any Deposit Account, Securities Account, Security Entitlement, Commodity Account and Commodity Contract, in each case, having a value, or having funds or other assets credited thereto with a monthly average balance of less than $100,000 individually and $1,000,000 in the aggregate for all Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all Grantors. by: (i) With with respect to any such Securities Account Accounts or Security Entitlements included in the CollateralSecurities Entitlements, Control shall be established by (A) using commercially reasonable efforts to cause the Securities Intermediary which maintains maintaining such Securities Account or Security Entitlement entering to enter into an agreement substantially in the form of Exhibit C (or such other agreement a Control Agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)), Agent pursuant to which the Securities Intermediary shall agree to comply with the DIP Collateral Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an agreement may be obtained. Borrower; (ii) With with respect to any such Deposit Account included in the Collateral(other than Excluded Deposit Accounts), Control shall be established by (A) using commercially reasonable efforts to cause the depositary institution which maintains maintaining such Deposit Account entering account to enter into an agreement substantially in the form of Exhibit D (or such other agreement a Control Agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the depositary institution shall not be reasonably satisfactory to the Collateral Trustee))Agent, pursuant to which the Bank shall agree to comply with the DIP Collateral Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Deposit Account to be moved to a depository institution where such an agreement may be obtained. Borrower; and (iii) With with respect to any such Commodity Account Accounts or Commodity Contracts included in the CollateralContracts, using commercially reasonable efforts to cause Control shall be established by the applicable Grantor in favor of the Collateral Trustee Agent in a manner reasonably acceptable to the Collateral TrusteeAgent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), the Borrower shall, within thirty (30) days of the Borrower acquiring such Uncertificated Security, use commercially reasonable efforts to cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by the Borrower.

Control Requirements. Subject to the provisions of Section 3.3: (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (x1) ensure that the DIP Administrative Agent or the First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee has Control thereof pursuant to clause (i), (ii) or (iii1) of this Section 4.2(a), as applicable, or (y) if the DIP Agent or First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request of the Collateral TrusteeAdministrative Agent at the direction of the Required Lenders, cause such any Deposit AccountAccounts, Securities AccountAccounts, Security EntitlementEntitlements, Commodity Account or Accounts and Commodity Contract Contracts included in the Collateral over which the Grantor is unable to ensure that the Administrative Agent has Control to be moved to a depository institution, institution or Securities Intermediary or financial institution, institution as applicable, where such Control may be established or cause the foregoing to be subject to other equivalent arrangements acceptable to the Collateral Trustee and the Tranche B Advisors (as defined in the DIP Credit Agreement) in their sole discretionobtained; provided, however, the that such Control requirements in this Section 4.2(a) requirement shall not apply to any Deposit AccountAccounts, Securities AccountAccounts, Security EntitlementEntitlements, Commodity Account Accounts and Commodity Contract, in each case, having Contracts with a valuevalue of less than, or having funds or other assets credited thereto with a monthly average balance of less than than, $100,000 500,000 individually and or $1,000,000 3,000,000 in the aggregate for all Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all Grantors. (i) aggregate. With respect to any Securities Account Accounts or Security Entitlements included in the CollateralEntitlements, such Control shall be established accomplished by (Ai) the Grantor causing the Securities Intermediary which maintains maintaining such Securities Account or Security Entitlement entering to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)Administrative Agent), pursuant to which the Securities Intermediary shall agree to comply with the DIP Administrative Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s Entitlement Orders without further consent by such Grantor, or (Bii) at the request of the Collateral TrusteeAdministrative Agent, a Grantor causing cause such Securities Account Accounts or Security Entitlement Entitlements to be moved to a Securities Intermediary where such an agreement may be obtained. (ii) . With respect to any Deposit Account included in the CollateralAccount, Control each Grantor shall be established by (Ai) cause the depositary institution which maintains maintaining such Deposit Account entering account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the depositary institution shall not be reasonably satisfactory to the Collateral Trustee)Administrative Agent), pursuant to which the Bank shall agree to comply with the DIP Administrative Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor, or (Bii) at the request of the Collateral TrusteeAdministrative Agent at the direction of the Required Lenders, a Grantor causing cause such Deposit Account Accounts to be moved to a depository institution where such an agreement may be obtained. (iii) . With respect to any Commodity Account Accounts or Commodity Contracts included in the Collateral, each Grantor shall cause Control shall be established by the applicable Grantor in favor of the Collateral Trustee Administrative Agent in a manner reasonably acceptable to the Administrative Agent in consultation with the Required Lenders. (b) With respect to any Uncertificated Security included in the Collateral Trustee(other than any Uncertificated Securities credited to a Securities Account), each Grantor shall request the issuer of such Uncertificated Security, or, if the issuer of such Uncertificated Security is a Subsidiary of the Borrower, each Grantor shall cause such Subsidiary of the Borrower, to either (1) register the Administrative Agent as the registered owner thereof on the books and records of the issuer or (1) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Administrative Agent), pursuant to which such issuer agrees to comply with the Administrative Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) Each Grantor further agrees that it will not take any action, or permit any person over which Grantor has control to take action, that would cause any such Pledged Equity Interest that is not a Security to become a “Security” as defined in Article 8 of the Uniform Commercial Code of any State or the District of Columbia, unless such Pledged Equity Interest is evidenced by a Security Certificate which has been delivered (or is promptly delivered upon such Pledged Equity Interest that is not a Security becoming a Security) to the Administrative Agent indorsed in blank pursuant to Section 4.1(a) of this Agreement. (d) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Administrative Agent has a valid and perfected security interest), Grantor shall ensure that the Administrative Agent has Control thereof by using commercially reasonable efforts to obtain the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Administrative Agent. (e) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall use commercially reasonable efforts to ensure that the Administrative Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $250,000 individually or $1,000,000 in the aggregate.

Control Requirements. Subject to the provisions of Section 3.3: (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (x) ensure that the DIP Collateral Agent or the First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee has Control thereof pursuant to clause (i), (ii) or (iii) of this Section 4.2(a), as applicable, or (y) if the DIP Agent or First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request of the Collateral Trustee, cause such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract to be moved to a depository institution, Securities Intermediary or financial institution, as applicable, where such Control may be established or cause the foregoing to be subject to other equivalent arrangements acceptable to the Collateral Trustee and the Tranche B Advisors (as defined in the DIP Credit Agreement) in their sole discretionthereof; provided, however, the that such Control requirements in this Section 4.2(a) requirement shall not apply to any (i) Deposit Account, Securities Account, Security Entitlement, Commodity Account and Commodity Contract, in each case, having Accounts with a valuevalue of less than, or having funds or other assets credited thereto with a monthly average balance value of less than than, $100,000 250,000 individually or $1,000,000 in the aggregate, Deposit Accounts specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Grantor’s employees, Deposit Accounts specifically and exclusively used for cash collateral to secure letters of credit permitted under the Credit Agreement and the Deposit Account (account no. 562035) of Cytyc Corporation at the Bank of New York solely to the extent that the funds in such Deposit Account are being held in escrow pursuant to that certain Agreement and Plan of Merger, dated February 26, 2007, with respect to the purchase of Adiana Biomedical Corporation by Cytyc Corporation (collectively, the “Excluded Deposit Accounts”) and (ii) Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $250,000 individually or $1,000,000 in the aggregate for all Deposit Account(collectively, Securities Account, Security Entitlement, the “Excluded Securities/Commodity Account or Commodity Contract of all Grantors. (i) Accounts”). With respect to any Securities Account Accounts or Security Entitlements included in the CollateralSecurities Entitlements, such Control shall be established accomplished by (A) the Grantor causing the Securities Intermediary which maintains maintaining such Securities Account or Security Entitlement entering to enter into an agreement substantially in the form of Exhibit C (or such other agreement in form reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)), pursuant to which the Securities Intermediary shall agree to comply with the DIP Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an agreement may be obtained. (ii) With respect to any Deposit Account included in the Collateral, Control shall be established by (A) the depositary institution which maintains such Deposit Account entering into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring Agent) pursuant to which the Securities Intermediary shall agree to comply with the Collateral Trustee in its individual capacity Agent’s Entitlement Orders without further consent by such Grantor. With respect to indemnify any Deposit Account, each Grantor shall cause the depositary institution shall not be maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee)Agent), pursuant to which the Bank shall agree to comply with the DIP Collateral Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Deposit Account to be moved to a depository institution where such an agreement may be obtained. (iii) . With respect to any Commodity Account Accounts or Commodity Contracts included in the Collateral, each Grantor shall cause Control shall be established by the applicable Grantor in favor of the Collateral Trustee Agent in a manner reasonably acceptable to the Collateral TrusteeAgent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any Letter-of-Credit Rights included in the Collateral (other than any Letter-of-Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest) with a value in excess of $50,000, Grantor shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $5,000,000 in the aggregate.

Control Requirements. Subject to the provisions of Section 3.3: (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (x) ensure that the DIP Collateral Agent (or the First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee its agent) has Control thereof pursuant to clause (i), (ii) or (iii) of this Section 4.2(a), as applicable, or (y) if the DIP Agent or First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request of the Collateral Trustee, cause such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract to be moved to a depository institution, Securities Intermediary or financial institution, as applicable, where such Control may be established or cause the foregoing to be subject to other equivalent arrangements acceptable to the Collateral Trustee and the Tranche B Advisors (as defined in the DIP Credit Agreement) in their sole discretionthereof; provided, however, the that such Control requirements in this Section 4.2(a) requirement shall not apply to any (i) Deposit AccountAccounts, Securities AccountAccounts, Security EntitlementEntitlements, Commodity Account Accounts and Commodity Contract, in each case, having a value, or having funds or other assets credited thereto with a Contracts for which the aggregate average monthly average balance of all such accounts is less than $100,000 individually 500,000 or (ii) accounts specially and $1,000,000 in the aggregate exclusively used for all Deposit Accountpayroll, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all Grantors. (i) payroll tax and other employee wage and benefit payments. With respect to any Securities Account Accounts or Security Entitlements included in the CollateralSecurities Entitlements, such Control shall be established accomplished by (A) the Grantor causing the Securities Intermediary which maintains maintaining such Securities Account or Security Entitlement entering to enter into an agreement substantially in the form of Exhibit C (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)), Agent pursuant to which the Securities Intermediary shall agree to comply with the DIP Collateral Agent’s (or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s its agent’s) Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an agreement may be obtained. (ii) . With respect to any Deposit Account included in the CollateralAccount, Control each Grantor shall be established by (A) cause the depositary institution which maintains maintaining such Deposit Account entering account to enter into an agreement substantially in the form of Exhibit D (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the depositary institution shall not be reasonably satisfactory to the Collateral Trustee)), Agent pursuant to which the Bank shall agree to comply with the DIP Collateral Agent’s (or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s its agent’s) instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Deposit Account to be moved to a depository institution where such an agreement may be obtained. (iii) . With respect to any Commodity Account Accounts or Commodity Contracts included in the Collateral, each Grantor shall cause Control shall be established by the applicable Grantor in favor of the Collateral Trustee Agent (or its agent’s) in a manner reasonably acceptable to the Collateral TrusteeAgent. Notwithstanding anything to the contrary in this Agreement or any other Secured Debt Document, the Collateral Agent shall only issue Entitlement Orders or instructions with respect to Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts upon the occurrence and during the continuance of a Third Lien Event of Default. (b) With respect to any Uncertificated Security included in the Collateral and issued by an issuer formed under the laws of the United States or any political subdivision thereof (other than any Uncertificated Securities credited to a Securities Account and the DPT LLC Interests), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided, however, that the Collateral Agent shall only issue instructions with respect to such Uncertificated Security without the consent of such Grantor upon the occurrence and during the continuance of a Third Lien Event of Default. (c) With respect to any Letter of Credit Rights with respect to a letter of credit drawable for an amount of $50,000 or more and included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent; provided, however, that the Collateral Agent shall only issue instructions with respect to such Letter of Credit Rights without the consent of such Grantor upon the occurrence and during the continuance of a Third Lien Event of Default. (d) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $25,000 individually or $50,000 in the aggregate.

Control Requirements. (a) The Grantors shall ensure that Agent has Control of the Deposit Account at Comerica Bank numbered 1891677054 and each successor account thereof (collectively, the “Primary Operating Account”). Subject to the provisions last sentence of Section 3.3: (a) With this paragraph, with respect to the Primary Operating Account, the Grantors shall as promptly as possible, but in any Deposit Accountsevent, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (x) ensure that the DIP Agent or the First Lien Agent or, after the Discharge within 270 days of the Senior Obligations, the Collateral Trustee has Control thereof pursuant to clause (i), (ii) or (iii) of this Section 4.2(a), as applicable, or (y) if the DIP Agent or First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request of the Collateral Trustee, cause such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract to be moved to a depository institution, Securities Intermediary or financial institution, as applicable, where such Control may be established or cause the foregoing to be subject to other equivalent arrangements acceptable to the Collateral Trustee and the Tranche B Advisors (as defined in the DIP Credit Agreement) in their sole discretion; provided, however, the Control requirements in this Section 4.2(a) shall not apply to any Deposit Account, Securities Account, Security Entitlement, Commodity Account and Commodity Contract, in each case, having a value, or having funds or other assets credited thereto with a monthly average balance of less than $100,000 individually and $1,000,000 in the aggregate for all Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all Grantors. (i) With respect to any Securities Account or Security Entitlements included in the Collateral, Control shall be established by (A) the Securities Intermediary which maintains such Securities Account or Security Entitlement entering into an agreement substantially in the form of Exhibit C Closing Date (or such other agreement in form reasonably satisfactory longer period of time as consented to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)by Agent), pursuant cause the Bank maintaining the Primary Operating Account to which the Securities Intermediary shall agree to comply with the DIP Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an agreement may be obtained. (ii) With respect to any Deposit Account included in the Collateral, Control shall be established by (A) the depositary institution which maintains such Deposit Account entering enter into an agreement substantially in the form of Exhibit D (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee Agent (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the depositary institution shall not be reasonably satisfactory to the Collateral Trustee)an “Account Control Agreement”), pursuant to which the which, upon notice of a continuing Event of Default, such Bank shall agree to comply with the DIP Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s instructions with respect to disposition of funds in the Deposit Primary Operating Account without further consent by such any Grantor, or (B. The provisions in this Section 4.2(a) at the request of the Collateral Trustee, a Grantor causing such requiring an Account Control Agreement shall not apply to any Deposit Account to be moved to a for which Agent is the depository institution where such an agreement may be obtainedbank. (iiib) With respect to any Commodity Uncertificated Security included in the Collateral (other than any Uncertificated Security credited to a Securities Account and any Uncertificated Security subject to the requirements of Section 4.2(c)), the Grantors shall take commercially reasonable efforts to cause the issuer of such Uncertificated Security to either (i) register Agent as the registered owner thereof on the books and records of the issuer or Commodity Contracts (ii) execute an agreement in form and substance reasonably satisfactory to Agent, pursuant to which such issuer agrees to comply with Agent’s instructions with respect to such Uncertificated Security without further consent by any Grantor; provided, however, that such requirement shall not apply to any such Uncertificated Securities having a value of $100,000 individually or $100,000 in the aggregate. (c) With respect to any Uncertificated Security included in the Collateral where the issuer is a Subsidiary of any Grantor, the Grantors shall cause the issuer of such Uncertificated Security to either (i) register Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement in form and substance reasonably satisfactory to Agent, pursuant to which such issuer agrees to comply with Agent’s instructions with respect to such Uncertificated Security without further consent by any Grantor; provided, however, that such requirement shall not apply to any such Uncertificated Securities having a value of $100,000 individually or $100,000 in the aggregate (d) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which Agent has a valid and perfected security interest), the Grantors shall take commercially reasonable efforts to ensure that Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to Agent; provided, however, that such Control requirement shall not apply to any such Letter of Credit Rights under letters of credit having a face amount of $100,000 individually or $100,000 in the aggregate. (e) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, the Grantors shall take commercially reasonable efforts to ensure that Agent has Control thereof; provided, however, that such Control requirement shall be established by not apply to any Electronic Chattel Paper or “transferable” record having a face amount of less than $100,000 individually or $100,000 in the applicable Grantor in favor of the Collateral Trustee in a manner reasonably acceptable to the Collateral Trusteeaggregate.

Control Requirements. Subject to the provisions of Section 3.3: (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (x) ensure that the DIP Agent or the First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee has Control thereof pursuant to clause (i), (ii) or (iii) of this Section 4.2(a), as applicable, or (y) if the DIP Agent or First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request of the Collateral Trustee, cause such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract to be moved to a depository institution, Securities Intermediary or financial institution, as applicable, where such Control may be established or cause the foregoing to be subject to other equivalent arrangements acceptable to the Collateral Trustee and the Tranche B Advisors (as defined in the DIP Credit Agreement) in their sole discretion; provided, however, the Control requirements in this Section 4.2(a) shall not apply to any Deposit Account, Securities Account, Security Entitlement, Commodity Account and Commodity Contract, in each case, having a value, or having funds or other assets credited thereto with a monthly average balance of less than $100,000 individually and $1,000,000 in the aggregate for all Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all Grantors. (i) With respect to any Securities Account or Security Entitlements included in the CollateralCollateral and with a value in excess of $500,000, whether certificated or uncertificated, or other Investment Related Property that constitutes Collateral and has a value in excess of $500,000, now or hereafter acquired by the Grantors, is held by any Grantor or its nominee through a Securities Intermediary, the Grantors shall ensure that the Collateral Agent or its designee has Control thereof on the Closing Date or, after the Closing Date, promptly (and in any event within ten (10) Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) notify the Collateral Agent thereof, and the Grantors shall be established by use commercially reasonable efforts to, within thirty (A30) the Securities Intermediary which maintains such Securities Account or Security Entitlement entering into an agreement substantially in the form of Exhibit C days (or such other agreement in form reasonably satisfactory to the longer period as Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary Agent shall not be reasonably satisfactory to the Collateral Trustee)approve), pursuant to which the Securities Intermediary shall agree to comply with the DIP Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an agreement may be obtained. (ii) With respect to any Deposit Account included in the Collateral, Control shall be established by (A) the depositary institution which maintains such Deposit Account entering into an agreement substantially in the form of Exhibit D (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee Agent, either (it being agreed that i) cause such Securities Intermediary to agree to comply, in each case without further consent of the Grantors or such nominee, at any agreement requiring time with Entitlement Orders or other instructions from the Collateral Trustee Agent to such Securities Intermediary as to such securities or other Investment Related Property as directed by the Collateral Agent, or (ii) in the case of financial assets or other Investment Related Property held through a Securities Intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Related Property, with the Grantors or any nominee being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Related Property. Without limiting Section 9.5(b) (including the proviso thereto), the Collateral Agent agrees with the Grantors that the Collateral Agent shall not give any such Entitlement Orders or instructions or directions to any such issuer, Securities Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor or its nominee, unless an Event of Default has occurred and is then continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. (b) With respect to any Deposit Account that constitutes Collateral and has a value in excess of $500,000, the Grantors shall ensure that the Collateral Agent or its designee has Control thereof on the Closing Date or, after the Closing Date, promptly (and in any event within ten (10) Business Days or such longer period as the Collateral Agent may agree in its individual capacity to indemnify reasonable discretion) notify the Collateral Agent thereof, and the Grantors shall use commercially reasonable efforts to, within thirty (30) days (or such longer period as Collateral Agent shall approve), cause the depositary institution shall not be maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Collateral Trustee))Agent, pursuant to which the Bank depositary institution shall agree to comply with the DIP Collateral Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trusteeits designee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantorthe Grantors. Without limiting Section 9.5(b) (including the proviso thereto), or (B) at the request of the Collateral TrusteeAgent agrees with the Grantors that the Collateral Agent shall not give any such instructions or directions to any such depositary institution, a Grantor causing such Deposit Account and shall not withhold its consent to be moved to a depository institution where such the exercise of any withdrawal by the Grantors, unless an agreement may be obtainedEvent of Default has occurred and is then continuing. (iiic) With respect to any Commodity Account or Commodity Contracts Uncertificated Security included in the CollateralCollateral (other than any Uncertificated Securities credited to a Securities Account), Control the Grantors shall be established by cause the applicable Grantor in favor issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the Collateral Trustee issuer or (ii) execute an agreement in a manner form and substance reasonably acceptable satisfactory to the Collateral TrusteeAgent, pursuant to which such issuer agrees to comply with the Collateral Agent’s or its designee’s instructions with respect to such Uncertificated Security without further consent by the Grantors. (d) If any Grantor is at any time a beneficiary under a letter of credit with a face amount in excess of $500,000 now or hereafter, the Grantors shall promptly (and in any event within ten (10) Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) notify the Collateral Agent thereof and, within thirty (30) days (or such longer period as Collateral Agent shall approve), the Grantors shall use commercially reasonable efforts to, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (a) arrange for the issuer and any confirmer or other nominated person of such letter of credit to consent to an assignment to the Collateral Agent, for the benefit of the Secured Parties, of the proceeds of the letter of credit or (b) arrange for the Collateral Agent, for the benefit of the Secured Parties, to become the transferee beneficiary of the letter of credit, with the Collateral Agent agreeing, in each case, that the proceeds of any drawing under the letter of credit are to be paid to the Grantors unless an Event of Default has occurred and is then continuing, in which case such proceeds shall be applied as provided in Section 9.2 hereof. (e) If any Grantor at any time holds or acquires an interest in any Electronic Chattel Paper or any “transferable record”, as that term is defined in Section 7021 of the federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, with an individual value in excess of $500,000, the Grantors shall ensure that the Collateral Agent or its designee has Control thereof on the Closing Date or, after the Closing Date, promptly (and in any event within ten (10) Business Days) notify the Collateral Agent thereof and shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent, for the benefit of the Secured Parties, Control of such transferable record. The Collateral Agent agrees with the Grantors that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of Control, for the Grantors to make alterations to the Electronic Chattel Paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 7021 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in Control to make without loss of Control, unless an Event of Default has occurred and is then continuing or would occur after taking into account any action by the Grantors with respect to such Electronic Chattel Paper or transferable record.

Control Requirements. Subject to the provisions of Section 3.3: (a) With Subject to Section 6.18 of the Credit Agreement (to the extent applicable), with respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (x) ensure that the DIP Agent or the First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee has Control thereof pursuant to clause (i), (ii) or (iii) of this Section 4.2(a), as applicable, or (y) if the DIP Agent or First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request of the Collateral Trustee, cause such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract to be moved to a depository institutionincluded in the Collateral, Securities Intermediary or financial institution, as applicable, where such Control may be established or cause each Grantor shall ensure that the foregoing to be subject to other equivalent arrangements acceptable to the Parity Lien Collateral Trustee and the Tranche B Advisors (as defined in the DIP Credit Agreement) in their sole discretionhas Control thereof; provided, however, the that such Control requirements in this Section 4.2(a) requirement shall not apply to any Deposit Account, Securities Account, Security Entitlement, Commodity Account and Commodity Contract, in each case, having a value, or having funds or other assets credited thereto with a monthly average balance of less than $100,000 individually and $1,000,000 in Accounts as long as the aggregate for cash deposited in all such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all Grantors. (i) Accounts does not exceed $1,000,000. With respect to any Securities Account Accounts or Security Entitlements included in the CollateralSecurities Entitlements, such Control shall be established accomplished by (A) the Grantor causing the Securities Intermediary which maintains maintaining such Securities Account or Security Entitlement entering to enter into an agreement substantially in the form of Exhibit C (or such other agreement in form and substance reasonably satisfactory to the Parity Lien Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)), pursuant to which the Securities Intermediary shall agree to comply with the DIP Agent’s or First Parity Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an agreement may be obtained. (ii) . With respect to any Deposit Account included in the CollateralAccount, Control each Grantor shall be established by (A) cause the depositary institution which maintains maintaining such Deposit Account entering account to enter into an agreement substantially in the form of Exhibit D (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the depositary institution shall not be reasonably satisfactory to the Parity Lien Collateral Trustee)), pursuant to which the Bank such depository institution shall agree to comply with the DIP Agent’s or First Parity Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Deposit Account to be moved to a depository institution where such an agreement may be obtained. (iii) . With respect to any Commodity Account Accounts or Commodity Contracts included in the CollateralContracts, each Grantor shall cause Control shall be established by the applicable Grantor in favor of the Parity Lien Collateral Trustee in a manner reasonably acceptable to the Parity Lien Collateral Trustee. With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), the applicable Grantor shall promptly notify the Applicable Collateral Trustee of the acquisition thereof and thereafter at the written request of the Applicable Collateral Trustee, each Grantor shall cause (or, with respect to an issuer that is not a Subsidiary or a controlled Affiliate of a Grantor, use commercially reasonable efforts to cause), the issuer of such Uncertificated Security to either (i) register the Applicable Collateral Trustee as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Applicable Collateral Trustee), pursuant to which such issuer agrees to comply with the Applicable Collateral Trustee’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided that, with respect to an issuer that is not a Subsidiary or a controlled Affiliate of a Grantor, if after the use of commercially reasonable efforts such Grantor cannot satisfy such requirement with respect to such Uncertificated Security then such Grantor shall not be required to take any further action with respect to such Uncertificated Security to ensure that the Applicable Collateral Trustee has Control of such Uncertificated Security. Notwithstanding anything herein to the contrary, prior to the Discharge of Priority Lien Obligations, if the applicable depositary institution, Securities Intermediary or commodities intermediary is not willing to provide Control to both the Priority Lien Collateral Trustee and the Parity Lien Collateral Trustee at the same time, the applicable Grantor shall be in compliance with this Section 4.2 if the Priority Lien Collateral Trustee has such Control (and the Priority Lien Collateral Trustee shall act as gratuitous bailee or agent for the benefit of the Parity Lien Collateral Trustee for perfection purposes pursuant to Section 7.4 of the Collateral Trust Agreement). (b) With respect to any Letter of Credit Rights having a value in excess of $1,000,000 individually or $3,000,000 in the aggregate included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Parity Lien Collateral Trustee has a valid and perfected security interest), Grantor shall use its commercially reasonable efforts to ensure that the Applicable Collateral Trustee has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Applicable Collateral Trustee. (c) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Applicable Collateral Trustee has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $2,000,000 in the aggregate.

Control Requirements. Subject to the provisions of Section 3.3: (a) With Subject to Section 5.18 of the Credit Agreement, all proceeds of Collateral shall be deposited by Grantors into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be acceptable to the Collateral Agent, (ii) Depository Accounts established at the Collateral Agent (or the ABL Agent) for the deposit of such proceeds or (iii) the Excluded Accounts. Each applicable Grantor, the Collateral Agent and each Blocked Account Bank (except, for the avoidance of doubt, with respect to Excluded Accounts) shall enter into a deposit account control agreement in form and substance reasonably satisfactory to the Collateral Agent that is sufficient to give the Collateral Agent Control over such account and which directs such Blocked Account Bank to transfer such funds so deposited at certain times acceptable to the Collateral Agent to the Collateral Agent, either to any account maintained by the Grantors at said Blocked Account Bank or by wire transfer to appropriate account(s) at the Collateral Agent (or the ABL Agent). All funds deposited in such Blocked Accounts or Depository Accounts shall immediately become subject to the security interest of the Collateral Agent for its own benefit and the ratable benefit of the Secured Parties, and Grantors shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither the Collateral Agent nor any Secured Party assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. (b) All Deposit Accounts (including all Blocked Accounts), Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Collateral are set forth on Schedule 5.2. No Grantor shall either open any new Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts or Commodity Contracts (xother than Excluded Accounts) ensure that the DIP Agent or the First Lien Agent or, after the Discharge of the Senior Obligations, unless (i) such Grantor shall have given at least ten (10) days prior written notice to the Collateral Trustee has Control thereof pursuant to clause (i), Agent and (ii) if such account is to be maintained with a bank, depository institution or (iii) of this Section 4.2(a), as applicable, or (y) if the DIP Agent or First Lien Agent or, after the Discharge of the Senior Obligations, securities intermediary that is not the Collateral Trustee does not have Agent, such bank, depository institution or securities intermediary, each applicable Grantor and Collateral Agent shall use commercially reasonable efforts to enter into, with respect to Deposit Accounts, a Deposit Account Control thereof Agreement, with respect to Securities Accounts or Securities Entitlements, a Securities Account Control Agreement and, with respect to any Commodity Accounts or Commodity Contracts, an arrangement sufficient to cause Control in accordance with clause (x), then at the request favor of the Collateral Trustee, cause such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract to be moved to Agent in a depository institution, Securities Intermediary or financial institution, as applicable, where such Control may be established or cause the foregoing to be subject to other equivalent arrangements manner reasonably acceptable to the Collateral Trustee and the Tranche B Advisors (as defined in the DIP Credit Agreement) in their sole discretionAgent; provided, however, the that no Control requirements in this Section 4.2(a) requirement shall not apply to any Deposit Account, Accounts or Securities Account, Security Entitlement, Commodity Account and Commodity Contract, in each case, having a value, or having funds or other assets credited thereto with a monthly average balance of less than $100,000 individually and $1,000,000 in the aggregate for all Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all GrantorsAccounts that are Excluded Accounts. (ic) With respect to any Securities Account or Uncertificated Security Entitlements included in the Collateral, Control shall be established by Collateral (A) the other than any Uncertificated Securities Intermediary which maintains such Securities Account or Security Entitlement entering into an agreement substantially in the form of Exhibit C (or such other agreement in form reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)), pursuant to which the Securities Intermediary shall agree to comply with the DIP Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Securities Account or Security Entitlement to be moved credited to a Securities Intermediary where Account), the applicable Grantor shall use commercially reasonable efforts to cause the issuer of such an agreement may be obtained. Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) With respect to any Deposit Account included in the Collateral, Control shall be established by (A) the depositary institution which maintains such Deposit Account entering into execute an agreement substantially in the form of Exhibit D (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the depositary institution shall not be reasonably satisfactory to the Collateral Trustee))Agent, pursuant to which the Bank shall agree such issuer agrees to comply with the DIP Collateral Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s instructions with respect to disposition of funds in the Deposit Account such Uncertificated Security without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Deposit Account to be moved to a depository institution where such an agreement may be obtained. (iiid) With respect to any Commodity Account Letter of Credit Rights in excess of $500,000 individually or Commodity Contracts $1,000,000 in the aggregate included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), the applicable Grantor shall use commercially reasonable efforts to ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (e) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Control Grantor shall be established by the applicable Grantor in favor of use commercially reasonable efforts to ensure that the Collateral Trustee Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $500,000 individually or $1,000,000 in the aggregate. (f) The Collateral Agent agrees with each Grantor that, in the case of a manner reasonably acceptable Deposit Account subject to the Collateral TrusteeAgent’s Control, the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Grantor with respect to funds from time to time credited to any Deposit Account or, in the case of a Securities Account or Commodity Account subject to the Collateral Agent’s Control, the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Grantor, unless, in each case, an Event of Default has occurred and is continuing or, after giving effect to any withdrawal, would occur and any such exercise shall be subject to the terms of the ABL Intercreditor Agreement. The Collateral Agent further agrees with each Grantor that in the case of any Uncertificated Security subject to the Collateral Agent’s Control, the Collateral Agent shall not give any instructions with respect to such Uncertificated Security to the issuer thereof unless an Event of Default has occurred and is continuing and any such instructions shall be subject to the terms of the ABL Intercreditor Agreement.

Control Requirements. Subject to the provisions of Section 3.3: (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (x) ensure that the DIP Agent or the First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee Bank has Control thereof pursuant to clause (i), (ii) or (iii) of this Section 4.2(a), as applicable, or (y) if the DIP Agent or First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request of the Collateral Trustee, cause such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract to be moved to a depository institution, Securities Intermediary or financial institution, as applicable, where such Control may be established or cause the foregoing to be subject to other equivalent arrangements acceptable to the Collateral Trustee and the Tranche B Advisors (as defined in the DIP Credit Agreement) in their sole discretionthereof; provided, however, the that such Control requirements in this Section 4.2(a) requirement shall not apply to any Deposit AccountAccounts, Securities AccountAccounts, Security EntitlementEntitlements, Commodity Account Accounts and Commodity Contract, in each case, having Contracts with a valuevalue of less than, or having funds or other assets credited thereto with a monthly average balance value of less than than, $100,000 individually and or $1,000,000 500,000 in the aggregate for all Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all Grantors. (i) aggregate. With respect to any Securities Account Accounts or Security Entitlements included in the CollateralSecurities Entitlements, such Control shall be established accomplished by (Athe applicable Grantor(s) causing the Securities Intermediary which maintains maintaining such Securities Account or Security Entitlement entering to enter into an agreement substantially in the form of Exhibit C (or such other agreement in form reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)), pursuant to which the Securities Intermediary shall agree to comply with the DIP Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an agreement may be obtained. (ii) With respect to any Deposit Account included in the Collateral, Control shall be established by (A) the depositary institution which maintains such Deposit Account entering into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that Bank) pursuant to which the Securities Intermediary shall agree to comply with the Bank’s Entitlement Orders, without further consent by such Grantor(s). With respect to any agreement requiring the Collateral Trustee in its individual capacity to indemnify Deposit Account, each Grantor shall cause the depositary institution shall not be maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee)Bank), pursuant to which the Bank shall agree to comply with the DIP Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral TrusteeBank’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Deposit Account to be moved to a depository institution where such an agreement may be obtained. (iii) . With respect to any Commodity Account Accounts or Commodity Contracts included in the Collateral, each Grantor shall cause Control shall be established by the applicable Grantor in favor of the Collateral Trustee Bank in a manner reasonably acceptable to the Bank. (b) With respect to any Uncertificated Security included in the Collateral Trustee(other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Bank, as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Bank), pursuant to which such issuer agrees to comply with the Bank’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided that the Bank shall not issue any instructions except during the continuance of an Event of Default. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Bank has a valid and perfected security interest), each Grantor shall ensure that Bank has Control thereof (subject to the terms of the Intercreditor Agreement) by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Bank. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, each Grantor shall ensure that the Bank has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $100,000 individually or $500,000 in the aggregate. (e) Notwithstanding the foregoing, the Bank agrees with each Grantor that the Bank shall not give any instructions directing the disposition of funds or securities from time to time credited to any Deposit Accounts or Securities Accounts or withhold any rights from such Grantor with respect to funds from time to time credited to any Deposit Account or any securities held in any Securities Accounts unless an Event of Default has occurred and is continuing.

Control Requirements. Subject to the provisions of Section 3.3: (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (x) ensure that the DIP Collateral Agent (or the First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee its agent) has Control thereof pursuant to clause (i), (ii) or (iii) of this Section 4.2(a), as applicable, or (y) if the DIP Agent or First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request of the Collateral Trustee, cause such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract to be moved to a depository institution, Securities Intermediary or financial institution, as applicable, where such Control may be established or cause the foregoing to be subject to other equivalent arrangements acceptable to the Collateral Trustee and the Tranche B Advisors (as defined in the DIP Credit Agreement) in their sole discretionthereof; provided, however, the that such Control requirements in this Section 4.2(a) requirement shall not apply to any (i) Deposit AccountAccounts, Securities AccountAccounts, Security EntitlementEntitlements, Commodity Account Accounts and Commodity Contract, in each case, having a value, or having funds or other assets credited thereto with a Contracts for which the aggregate average monthly average balance of all such accounts is less than $100,000 individually 500,000 or (ii) accounts specially and $1,000,000 in the aggregate exclusively used for all Deposit Accountpayroll, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all Grantors. (i) payroll tax and other employee wage and benefit payments. With respect to any Securities Account Accounts or Security Entitlements included in the CollateralSecurities Entitlements, such Control shall be established accomplished by (A) the Grantor causing the Securities Intermediary which maintains maintaining such Securities Account or Security Entitlement entering to enter into an agreement substantially in the form of Exhibit C (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)), Agent pursuant to which the Securities Intermediary shall agree to comply with the DIP Collateral Agent’s (or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s its agent’s) Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an agreement may be obtained. (ii) . With respect to any Deposit Account included in the CollateralAccount, Control each Grantor shall be established by (A) cause the depositary institution which maintains maintaining such Deposit Account entering account to enter into an agreement substantially in the form of Exhibit D (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the depositary institution shall not be reasonably satisfactory to the Collateral Trustee)), Agent pursuant to which the Bank shall agree to comply with the DIP Collateral Agent’s (or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s its agent’s) instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Deposit Account to be moved to a depository institution where such an agreement may be obtained. (iii) . With respect to any Commodity Account Accounts or Commodity Contracts included in the Collateral, each Grantor shall cause Control shall be established by the applicable Grantor in favor of the Collateral Trustee Agent (or its agent’s) in a manner reasonably acceptable to the Collateral TrusteeAgent. Notwithstanding anything to the contrary in this Agreement or any other Secured Debt Document, the Collateral Agent shall only issue Entitlement Orders or instructions with respect to Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts upon the occurrence and during the continuance of a First Lien Event of Default.

Control Requirements. Subject to the provisions of Section 3.3: (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (x) ensure that the DIP Agent or the First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee has Control thereof pursuant to clause (i), (ii) or (iii) of this Section 4.2(a), as applicable, or (y) if the DIP Agent or First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request of the Collateral Trustee, cause such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract to be moved to a depository institution, Securities Intermediary or financial institution, as applicable, where such Control may be established or cause the foregoing to be subject to other equivalent arrangements acceptable to the Collateral Trustee and the Tranche B Advisors (as defined in the DIP Credit Agreement) in their sole discretion; provided, however, the Control requirements in this Section 4.2(a) shall not apply to any Deposit Account, Securities Account, Security Entitlement, Commodity Account and Commodity Contract, in each case, having a value, or having funds or other assets credited thereto with a monthly average balance of less than $100,000 individually and $1,000,000 in the aggregate for all Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all Grantors. (i) thereof. With respect to any Securities Account Accounts or Security Entitlements included in the CollateralSecurities Entitlements, such Control shall be established accomplished by (A) the Grantor causing the Securities Intermediary which maintains maintaining such Securities Account or Security Entitlement entering to enter into an agreement substantially in the form of Exhibit C (or such other agreement in form reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)), pursuant to which the Securities Intermediary shall agree to comply with the DIP Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an agreement may be obtained. (ii) With respect to any Deposit Account included in the Collateral, Control shall be established by (A) the depositary institution which maintains such Deposit Account entering into an agreement substantially in the form of Exhibit D B (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring Trustee) pursuant to which the Securities Intermediary shall agree to comply with the Collateral Trustee in its individual capacity Trustee’s Entitlement Orders without further consent by such Grantor upon a Secured Debt Event of Default. With respect to indemnify any Deposit Account, each Grantor shall cause the depositary institution shall not be maintaining such account to enter into an agreement substantially in the form of Exhibit B (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee)), pursuant to which the Bank shall agree to comply with the DIP Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such GrantorGrantor upon a Secured Debt Event of Default. With respect to any Commodity Accounts or Commodity Contracts, such Control shall be accomplished by the Grantor causing the Commodity Intermediary maintaining such Commodity Account or Commodity Contract to enter into an agreement substantially in the form of Exhibit B with appropriate revisions relating to Commodity Accounts and Commodity Contracts (B) at the request of or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee, ) pursuant to which the Commodity Intermediary shall agree to comply with the Collateral Trustee’s instructions without further consent by such Grantor upon a Grantor causing such Deposit Account to be moved to a depository institution where such an agreement may be obtainedSecured Debt Event of Default. (iiib) With respect to any Commodity Account Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Trustee as the registered owner thereof on the books and records of the issuer or Commodity Contracts (ii) execute an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee), pursuant to which such issuer agrees to comply with the Collateral Trustee’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any material Letter-of-Credit Rights included in the Collateral (other than any Letter-of-Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Trustee has a valid and perfected security interest), each Grantor shall ensure that the Collateral Trustee has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Trustee. (d) With respect any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Control each Grantor shall be established by the applicable Grantor in favor of ensure that the Collateral Trustee in a manner reasonably acceptable to the Collateral Trusteehas Control thereof.

Control Requirements. Subject to the provisions of Section 3.3: (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (x) ensure that the DIP Agent or the First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee Bank has Control thereof pursuant to clause (i), (ii) or (iii) of this Section 4.2(a), as applicable, or (y) if the DIP Agent or First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request of the Collateral Trustee, cause such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract to be moved to a depository institution, Securities Intermediary or financial institution, as applicable, where such Control may be established or cause the foregoing to be subject to other equivalent arrangements acceptable to the Collateral Trustee and the Tranche B Advisors (as defined in the DIP Credit Agreement) in their sole discretion; provided, however, the that such Control requirements in this Section 4.2(a) requirement shall not apply to any Deposit AccountAccounts, Securities AccountAccounts, Security EntitlementEntitlements, Commodity Account Accounts and Commodity Contract, in each case, having Contracts with a valuevalue of less than, or having funds or other assets credited thereto with a monthly average balance value of less than than, $100,000 individually and or $1,000,000 500,000 in the aggregate for all Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all Grantors. (i) aggregate. With respect to any Securities Account Accounts or Security Entitlements included in the CollateralSecurities Entitlements, such Control shall be established accomplished by (Athe applicable Grantor(s) causing the Securities Intermediary which maintains maintaining such Securities Account or Security Entitlement entering to enter into an agreement substantially in the form of Exhibit C (or such other agreement in form reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)), pursuant to which the Securities Intermediary shall agree to comply with the DIP Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an agreement may be obtained. (ii) With respect to any Deposit Account included in the Collateral, Control shall be established by (A) the depositary institution which maintains such Deposit Account entering into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that Bank) pursuant to which the Securities Intermediary shall agree to comply with the Bank’s Entitlement Orders, without further consent by such Grantor(s). With respect to any agreement requiring the Collateral Trustee in its individual capacity to indemnify Deposit Account, each Grantor shall cause the depositary institution shall not be maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee)Bank), pursuant to which the Bank shall agree to comply with the DIP Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral TrusteeBank’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Deposit Account to be moved to a depository institution where such an agreement may be obtained. (iii) . With respect to any Commodity Account Accounts or Commodity Contracts included in the Collateral, each Grantor shall cause Control shall be established by the applicable Grantor in favor of the Collateral Trustee Bank in a manner reasonably acceptable to the Bank. (b) With respect to any Uncertificated Security included in the Collateral Trustee(other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Bank, as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Bank), pursuant to which such issuer agrees to comply with the Bank’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided that the Bank shall not issue any instructions except during the continuance of an Event of Default. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Bank has a valid and perfected security interest), each Grantor shall ensure that Bank has Control thereof (subject to the terms of the Intercreditor Agreement) by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Bank. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, each Grantor shall ensure that the Bank has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $100,000 individually or $500,000 in the aggregate. (e) Notwithstanding the foregoing, the Bank agrees with each Grantor that the Bank shall not give any instructions directing the disposition of funds or securities from time to time credited to any Deposit Accounts or Securities Accounts or withhold any rights from such Grantor with respect to funds from time to time credited to any Deposit Account or any securities held in any Securities Accounts unless an Event of Default has occurred and is continuing.