Common use of Control Requirements Clause in Contracts

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Credit Agreement or to 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, $1,000,000 individually or $1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement 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 Agent) pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution 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 Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (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 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 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 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 $1,000,000 in the aggregate.

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereofthereof within the compliance period set forth in Section 4.05; provided, however, that such Control requirement shall not apply to any (i) Deposit AccountsAccounts with a value of less than, or Securities having funds or other assets credited thereto with a value of less than, $1,000,000 individually, Deposit Accounts over which Control is not required pursuant specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the terms benefit of a Grantor’s employees, and Deposit Accounts specifically and exclusively used for cash collateral to secure letters of credit permitted under the Credit Agreement or to (other than Letters of Credit thereunder) 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, $1,000,000 individually or $1,000,000 in the aggregateindividually. With respect to any Securities Accounts or Securities EntitlementsEntitlements that the applicable Grantor is required to ensure that the Collateral Agent has Control thereof pursuant to the first sentence of this Section 4.02(a), such Control shall be accomplished by the such Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement 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 Agent) pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit AccountAccount that the applicable Grantor is required to ensure that the Collateral Agent has Control thereof pursuant to the first sentence of this Section 4.02(a), each such Grantor shall cause the depositary institution 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 Agent), pursuant to which the Bank such depository institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each that the applicable Grantor is required to ensure that the Collateral Agent has Control thereof pursuant to the first sentence of this Section 4.02(a), such Grantor shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities constituting (x) Collateral credited to a Securities AccountAccount and (y) Specified Minority Investments), each Grantor shall cause cause, within the compliance period set forth in Section 4.05, 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 material Letter of Letter-of-Credit Rights included in the Collateral (other than any Letter of 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 $7,500,000 individually, each Grantor shall ensure ensure, within the compliance period set forth in Section 4.05, 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 to any Electronic Chattel Paper or “transferable record”(as 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 ensure, within the compliance period set forth in Section 4.05, that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to (i) any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually 5,000,000 individually, except to the extent that the aggregate outstanding face amount of such Electronic Chattel Paper exceeds $15,000,000 (in which case, such Control requirement under this Section 4.02(d) shall apply to all Electronic Chattel Paper in excess of such aggregate amount) or $1,000,000 (ii) any Electronic Chattel Paper or transferable record relating to or in the aggregaterespect of any Specified Equipment and Inventory; provided that each Grantor covenants and agrees not to permit any other Person to have Control of any such Electronic Chattel Paper or transferable record.

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has has, subject to the terms of the Intercreditor Agreement, Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to 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, $1,000,000 individually or $1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement 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 Agent) pursuant to which the Securities Intermediary shall agree to comply comply, subject to the terms of the Intercreditor Agreement, with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution 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 Agent), pursuant to which the Bank shall agree to comply comply, subject to the terms of the Intercreditor Agreement, with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall shall, subject to the terms of the Intercreditor Agreement, cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall shall, subject to the terms of the Intercreditor Agreement, 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 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 Agent has a valid and perfected security interest), Grantor shall shall, subject to the terms of the Intercreditor Agreement, 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 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 shall, subject to the terms of the Intercreditor Agreement, 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 $1,000,000 in the aggregate.

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Credit Agreement or to 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, $1,000,000 100,000 individually or $1,000,000 500,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor applicable Grantor(s) causing the Securities Intermediary maintaining such Securities Account or Security Entitlement 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 Agent) pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such GrantorGrantor(s). With respect to any Deposit Account, each Grantor shall cause the depositary institution 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 Agent)hereto, pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable (subject to the Collateral Agentterms of the Intercreditor Agreement). (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 the First Lien Collateral Agent, as applicable, in accordance with the Intercreditor Agreement, 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)hereto, pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement) with respect to such Uncertificated Security without further consent by such Grantor; provided that the Collateral Agent 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 Collateral Agent has a valid and perfected security interest), each Grantor shall ensure that Collateral Agent 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 Collateral AgentAgent (subject to the terms of the Intercreditor Agreement). (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 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 $1,000,000 100,000 individually or $1,000,000 500,000 in the aggregateaggregate (subject to the terms of the Intercreditor Agreement). (e) Notwithstanding the foregoing, the Collateral Agent 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, subject to and in accordance with the terms of the Intercreditor Agreement, an Event of Default or an event of default under any Additional Parity Lien Facility has occurred and is continuing.

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts Security Entitlements included in the Collateral, each Grantor shall take all steps required or reasonably necessary to ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any (i) Deposit AccountsAccounts (x) with a value of less than $1,000,000 individually or $2,000,000 in the aggregate or (y) used solely as a tax or payroll account, escrow account, trust account, flexible spending benefit account, and other similar accounts maintained for employee or employer liabilities in favor of an employee (including, without limitation, 401k contributions, employee stock purchase plan deductions and employee benefits), in each case maintained in the ordinary course of business consistent with past practices and (ii) Securities Accounts over which Control is not required pursuant to the terms of the Credit Agreement or to Security Entitlements, Commodity Accounts and Commodity Contracts Entitlements with a value of less than, or having funds or other assets credited thereto with a value of less than, than $1,000,000 individually or $1,000,000 2,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto A (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which the Securities Intermediary shall agree agree, upon the occurrence and during the continuance of an Event of Default, to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto B (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree agree, upon the occurrence and during the continuance of an Event of Default, to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (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 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 Issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto F (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees Issuer agrees, upon the occurrence and during the continuance of an Event of Default, 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 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 Agent has a valid and perfected security interest), Grantor shall take all steps required or reasonably necessary 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; provided, however, that such Control requirement shall not apply to any Letter of Credit Rights having a face amount of less than $1,000,000 individually or $2,000,000 in the aggregate. (d) With respect to any Electronic Chattel Paper or “transferable record”(as 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 $1,000,000 2,000,000 in the aggregate.

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Credit Agreement or to 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, $1,000,000 individually or $1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement 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 Agent) pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution 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 Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each applicable 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 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 Collateral AgentTrustee), pursuant to which such issuer agrees to comply with the Collateral AgentTrustee’s instructions with respect to such Uncertificated Security without further consent by such GrantorGrantor which instructions shall only be given upon the occurrence and during the Continuance of an Event of Default. (cb) With respect to any material 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 Trustee has a valid and perfected security interest), each applicable Grantor shall use commercially reasonable efforts to ensure that Collateral Agent 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 AgentTrustee. (c) With respect to any Deposit Account (other than any Deposit Account excluded from the Collateral pursuant to Section 2.2), each applicable Grantor shall execute and shall use commercially reasonable efforts to cause each account bank maintaining such Deposit Account to execute an agreement (in form and substance reasonably satisfactory to the Collateral Trustee) granting Control over such Deposit Account to the Collateral Trustee within 60 days of the date hereof with respect to any Deposit Account maintained on the date hereof and within 30 days of opening or acquisition of any other Deposit Account after the date hereof; provided however, that such Control requirement shall not apply to any Deposit Accounts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $5,000,000 in the aggregate. For the avoidance of doubt, (i) this Section 4.2(c) shall apply both to any Deposit Accounts of each Regulated Subsidiary Guarantor containing Available Cash Collateral and to any Deposit Accounts of each Grantor that is not a Regulated Subsidiary Guarantor and (ii) no Deposit Account of any Regulated Subsidiary Guarantor containing Available Cash Collateral shall be excluded from the Collateral pursuant to Section 2.2 or otherwise. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined Securities Account (other than any Securities Account excluded from the Collateral pursuant to Section 2.2), each applicable Grantor shall execute and shall use commercially reasonable efforts to cause each intermediary maintaining such Securities Account to execute an agreement (in Section 201 form and substance reasonably satisfactory to the Collateral Trustee) granting Control over such Securities Account to the Collateral Trustee within 60 days of the Federal Electronic Signatures in Global date hereof with respect to any Securities Account maintained on the date hereof and National Commerce Act within 30 days of opening or in Section 16 acquisition of any other Securities Account after 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 thereofdate hereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having Securities Account with a face amount value of less than than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 5,000,000 in the aggregate. For the avoidance of doubt, (i) this Section 4.2(d) shall apply both to any Securities Accounts of each Regulated Subsidiary Guarantor containing Available Cash Collateral and to any Securities Accounts of each Grantor that is not a Regulated Subsidiary Guarantor and (ii) no Securities Account of any Regulated Subsidiary Guarantor containing Available Cash Collateral shall be excluded from the Collateral pursuant to Section 2.2 or otherwise. (e) With respect to any Commodity Accounts (and any Commodity Contracts held or carried therein) (other than any Commodity Contracts and Commodity Accounts excluded from the Collateral pursuant to Section 2.2), each applicable Grantor shall execute and shall use commercially reasonable efforts to cause each intermediary maintaining such Commodity Account (and any such Commodity Contract held or carried therein) to execute an agreement (in form and substance reasonably satisfactory to the Collateral Trustee) granting Control over such Commodity Account (and any such Commodity Contract held or carried therein) to the Collateral Trustee within 60 days of the date hereof with respect to any Commodity Account (and any such Commodity Contract held or carried therein) maintained on the date hereof and within 30 days of opening or acquisition of any other Commodity Contract or Commodity Account (and any such Commodity Contract held or carried therein) after the date hereof. For the avoidance of doubt, (i) this Section 4.2(e) shall apply both to any Commodity Accounts (and any Commodity Contract held or carried therein) of each Regulated Subsidiary Guarantor containing Available Cash Collateral and to any Commodity Accounts (and any Commodity Contract held or carried therein) of each Grantor that is not a Regulated Subsidiary Guarantor and (ii) no Commodity Accounts (and no Commodity Contracts held or carried therein) of any Regulated Subsidiary Guarantor containing Available Cash Collateral shall be excluded from the Collateral pursuant to Section 2.2 or otherwise.

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any (i) Deposit AccountsAccounts with a value of less than, or Securities having funds or other assets credited thereto with a value of less than, $250,000 individually or $1,000,000 in the aggregate, Deposit Accounts over which Control is not required pursuant specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the terms benefit of a Grantor’s employees, and Deposit Accounts specifically and exclusively used for cash collateral to secure letters of credit permitted under the Credit Agreement or to 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, $1,000,000 250,000 individually or $1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement 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 Agent) pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution 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 Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities constituting Collateral 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 material Letter of Letter-of-Credit Rights included in the Collateral (other than any Letter of 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 $250,000 individually or $1,000,000 in the aggregate, the 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 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 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 $1,000,000 5,000,000 in the aggregate.

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts Security Entitlements included in the Collateral, each Grantor shall take all steps required or reasonably necessary to ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any (i) Deposit AccountsAccounts (x) with a value of less than $500,000 individually or $1,000,000 in the aggregate or (y) used solely as a tax or payroll account, escrow account, trust account, flexible spending benefit account, and other similar accounts maintained for employee or employer liabilities in favor of an employee (including, without limitation, 401k contributions, employee stock purchase plan deductions and employee benefits), in each case maintained in the ordinary course of business consistent with past practices and (ii) Securities Accounts over which Control is not required pursuant to the terms of the Credit Agreement or to Security Entitlements, Commodity Accounts and Commodity Contracts Entitlements with a value of less than, or having funds or other assets credited thereto with a value of less than, than $1,000,000 500,000 individually or $1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto A (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which the Securities Intermediary shall agree agree, upon the occurrence and during the continuance of an Event of Default, to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto B (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree agree, upon the occurrence and during the continuance of an Event of Default, to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (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 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 Issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto F (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees Issuer agrees, upon the occurrence and during the continuance of an Event of Default, 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 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 Agent has a valid and perfected security interest), Grantor shall take all steps required or reasonably necessary 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; provided, however, that such Control requirement shall not apply to any Letter of Credit Rights having a face amount of less than $1,000,000 individually or $2,000,000 in the aggregate. (d) With respect to any Electronic Chattel Paper or “transferable record”(as 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 $1,000,000 2,000,000 in the aggregate.

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent Bank has Control thereofthereof ; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Credit Agreement or to 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, [$1,000,000 100,000] individually or [$1,000,000 500,000] in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor applicable Grantor(s) causing the Securities Intermediary maintaining such Securities Account or Security Entitlement 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 AgentBank) pursuant to which the Securities Intermediary shall agree to comply with the Collateral AgentBank’s Entitlement Orders Orders, without further consent by such GrantorGrantor(s). With respect to any Deposit Account, each Grantor shall cause the depositary institution 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 AgentBank), pursuant to which the Bank shall agree to comply with the Collateral AgentBank’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent Bank in a manner reasonably acceptable to the Collateral Agent. (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 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 Collateral AgentBank), 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 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 Collateral Agent Bank has a valid and perfected security interest), each Grantor shall ensure that Collateral Agent 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 Collateral AgentBank. (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 Collateral Agent 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 $1,000,000 100,000 individually or $1,000,000 500,000 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. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Credit Agreement or to 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, $1,000,000 individually or $1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement 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 Agent) pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution 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 Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities AccountAccount or not issued by a Wholly-Owned Subsidiary), 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. (cb) With respect to any material Letter of Credit Rights in excess of $5,000,000 individually or $10,000,000 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), 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. (dc) With respect to any Electronic Chattel Paper or “transferable record”(as 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 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 5,000,000 individually or $1,000,000 10,000,000 in the aggregate.

Control Requirements. EXECUTION VERSION (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Credit Agreement or to 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, $1,000,000 individually or $1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement 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 Agent) pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution 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 Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (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 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 Collateral AgentTrustee), pursuant to which such issuer agrees to comply with the Collateral AgentTrustee’s instructions with respect to such Uncertificated Security without further consent by such GrantorGrantor which instructions shall only be given upon the occurrence and during the Continuance of an Event of Default. (cb) With respect to any material 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 Trustee has a valid and perfected security interest), Grantor shall use commercially reasonable efforts to ensure that Collateral Agent 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 AgentTrustee. (dc) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined Deposit Account (other than any Deposit Account excluded from the Collateral pursuant to Section 2.2), each Grantor shall execute and shall use commercially reasonable efforts to cause each account bank maintaining such Deposit Account to execute an agreement (in Section 201 form and substance reasonably satisfactory to the Collateral Trustee) granting Control over such Deposit Account to the Collateral Trustee within 90 days of the Federal Electronic Signatures in Global date hereof with respect to any Deposit Account maintained on the date hereof and National Commerce Act within 30 days of opening or in Section 16 acquisition of any other Deposit Account after 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 thereofdate hereof; provided, provided however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having Deposit Accounts with a face amount value of less than than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 5,000,000 in the aggregate.

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Credit Agreement or to 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, $1,000,000 individually or $1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement 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 Agent) pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution 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 Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each the 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 (or, prior to the Discharge of the First Priority 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 the First Priority Obligations, the First Lien Col- lateral Agent) instructions with respect to such Uncertificated Security without further consent by such Grantorthe Gran- tor which instructions shall only be given upon the occurrence and during the Continuance of an Event of Default. (cb) With respect to any material 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 consti- tuting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall use commercially reasonable efforts to ensure that Collateral Agent (or, prior to the Discharge of the First Priority 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 the First Priority Obligations, the First Lien Collateral Agent). (dc) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Deposit Account (other than any Deposit Account excluded from the Collateral pursuant to Section 201 of 2.2), 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 execute and shall use commercially reasonable efforts to cause each account bank maintaining such Deposit Account to execute an agreement (in form and substance reasonably satisfactory to the Collateral Agent) granting Control over such Deposit Account to the Collateral Agent has Control thereof(or, prior to the Discharge of the First Priority Obligations, the First Lien Collateral Agent) within 90 days of the date hereof with respect to any Deposit Account maintained on the date hereof and within 30 days of opening or acquisition of any other Deposit Account after the date hereof; provided, provided however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having Deposit Accounts with a face amount value of less than than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 5,000,000 in the aggregate.

Control Requirements. (a) With respect to any Deposit Accounts (other than Excluded Deposit Accounts), Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Securities Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Credit Agreement or to 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, $1,000,000 100,000 individually or $1,000,000 300,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement 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 Agent) pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s 's Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution 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 Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s 's instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts Contracts, each Grantor shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (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 '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 having a value in excess of $1,000,000 individually or $2,000,000 in the aggregate (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 AgentAgent within 20 days of the date hereof. (d) With respect to any Electronic Chattel Paper or “"transferable record”(as 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 $1,000,000 200,000 individually or $1,000,000 500,000 in the aggregate.