Common use of Deposit Accounts and Investment Property Clause in Contracts

Deposit Accounts and Investment Property. (i) Each Grantor hereby represents and warrants that as of the date hereof and the date of delivery of any supplemental Schedules pursuant to Sections 5.11 and 7.13 hereof, (A) it has neither opened nor maintains any Deposit Accounts other than those listed in Schedule I hereto (as such schedule may be amended or supplemented from time to time), (B) it has neither opened nor maintains any Securities Accounts or Commodity Accounts other than those listed in Schedule I hereto (as such schedule may be amended or supplemented from time to time) and (C) it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Securities Collateral, those maintained in Securities Accounts or Commodity Accounts listed in Schedule I hereto (as such schedule may be amended or supplemented from time to time). (ii) In the event the Grantors have cash, Investment Property or other funds maintained in any Deposit Accounts, Securities Accounts and/or Commodity Accounts (other than Excluded Accounts), Borrower shall promptly notify the Collateral Agent, and the Collateral Agent and the applicable Grantor shall (x) within fifteen (15) days (or such longer period as the Collateral Agent may agree in its sole discretion) after the date hereof with respect to such Deposit Accounts, Securities Accounts and/or Commodity Accounts existing on the Closing Date, and (y) with respect to such Deposit Accounts, Securities Accounts and/or Commodity Accounts created after the date hereof, promptly thereafter, enter into Control Agreements in favor of the Collateral Agent for the benefit of the Secured Parties with the banks, Securities Intermediaries or Commodity Intermediaries with which its Deposit Accounts, Securities Accounts and Commodity Accounts (other than Excluded Accounts) are maintained granting to the Collateral Agent Control over such accounts. The Collateral Agent agrees with each Grantor that, in the case of a Deposit Account subject to Collateral Agent’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 Collateral Agent’s Control, the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, 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. (iii) If any Grantor shall at any time hold or acquire any certificated securities (w) constituting Investment Property and other Securities Collateral required to be pledged under the Credit Agreement having a fair market value in excess of $100,000 individually, or $250,000 in the aggregate, or (x) in respect of the Equity Interests of any Subsidiary (excluding any Equity Interests constituting Excluded Property), such Grantor shall promptly endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank. If any securities now or hereafter acquired by any Grantor (w) constituting Investment Property required to be pledged under the Credit Agreement having a fair market value in excess of $100,000 individually, or $250,000 in the aggregate, or (x) in respect of the Equity Interests of any Subsidiary (excluding any Equity Interests constituting Excluded Property), are uncertificated and are held in accounts required to be subject to a Control Agreement pursuant to clause (ii) of this Section 4.09(b) and are not subject to a Control Agreement in favor of the Collateral Agent, such Grantor shall promptly notify the Collateral Agent, and the Collateral Agent shall notify the Lenders thereof. Such Grantor shall cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor. (iv) As between the Collateral Agent and the Grantors, the Grantors shall bear the investment risk with respect to the Investment Property, and the risk of loss of, damage to or the destruction of the Investment Property, whether in the possession of, or maintained as a security entitlement or deposit by, or subject to the control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other Person; provided, however, that nothing contained in this Section 4.09(b) shall release or relieve any Person of its duties and obligations under any Control Agreement or under applicable law. (v) Each Grantor shall promptly pay all Charges and fees with respect to the Investment Property in which a security interest is granted by it under this Agreement, except that no such Charge or fee need be paid if the amount or validity thereof is currently being contested in good faith, reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor, and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein. After the occurrence and during the continuance of an Event of Default, in the event any Grantor shall fail to make any such payment contemplated in the immediately preceding sentence, the Collateral Agent may (but is not obligated to) do so for the account of such Grantor and the Grantors shall promptly reimburse and indemnify the Collateral Agent from all liabilities, costs and expenses incurred by the Collateral Agent under this Section 4.09(b)(v).

Deposit Accounts and Investment Property. (i) Each Grantor hereby represents and warrants that as As of the date hereof and the date of delivery of any supplemental Schedules pursuant to Sections 5.11 and 7.13 hereof, (A) it no Pledgor has neither opened nor maintains any Deposit Accounts other than those the Collateral Account established and maintained pursuant to this Agreement and the accounts listed in Schedule I hereto (as such schedule may be amended or supplemented from time to time), (B3.4(b) it hereto. The Collateral Agent has neither opened nor maintains any Securities Accounts or Commodity Accounts other than those listed in Schedule I hereto (as such schedule may be amended or supplemented from time to time) and (C) it does not hold, own or have any a first priority security interest in any certificated securities or uncertificated securities other than those constituting Securities Collateral, those maintained in Securities Accounts or Commodity Accounts listed in Schedule I hereto (as each such schedule may be amended or supplemented from time to time). (ii) In the event the Grantors have cash, Investment Property or other funds maintained in any Deposit Accounts, Securities Accounts and/or Commodity Accounts Account (other than Excluded Deposit Accounts), Borrower which security interest shall promptly notify be perfected by Control upon entering into Assignment of Deposit Account Agreements in respect of such Deposit Accounts. To the Collateral Agent, extent not entered into and delivered to the Collateral Agent at Closing, each Pledgor shall enter into and deliver to the applicable Grantor shall Collateral Agent an Assignment of Deposit Account Agreement in respect of each account listed in Schedule 3.4(b) hereto (xother than Excluded Deposit Accounts) within fifteen (15) days 30 Business Days after the Closing Date (or such longer period as may be agreed to by the Collateral Agent); provided, that such deadline may be extended by the Collateral Agent may agree in its sole discretion. No Pledgor shall hereafter establish and maintain any Deposit Account (other than Excluded Deposit Accounts) after unless such Bank and such Pledgor shall have duly executed and delivered to the date hereof Collateral Agent an Assignment of Deposit Account Agreement with respect to such Deposit Accounts, Securities Accounts and/or Commodity Accounts existing on Account within 30 Business Days after the Closing Date, and (y) with respect to establishment of such Deposit Accounts, Securities Accounts and/or Commodity Accounts created after the date hereof, promptly thereafter, enter into Control Agreements in favor of Account (or such longer period as may be agreed to by the Collateral Agent for the benefit of the Secured Parties with the banks, Securities Intermediaries or Commodity Intermediaries with which its Deposit Accounts, Securities Accounts and Commodity Accounts (other than Excluded Accounts) are maintained granting to the Collateral Agent Control over such accountsAgent). The Collateral Agent agrees with each Grantor that, in the case of a Deposit Account subject to Collateral Agent’s Control, Pledgor that 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 Pledgor 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 Collateral Agent’s Control, the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, 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, unless an Event of Default has occurred and is continuing. (iiicontinuing and the Collateral Agent has delivered prior written notice to the applicable Pledgor; provided that the Collateral Agent agrees to promptly notify the applicable Bank upon the cure or waiver of such Event of Default to permit the applicable Pledgor access to the applicable Deposit Accounts. The provisions of this Section 3.4(b) If shall not apply to the Collateral Account or to any Grantor other Deposit Accounts for which the Collateral Agent is the Bank. No Pledgor shall at any time hold or acquire any certificated securities (w) constituting Investment Property and other Securities Collateral required to be pledged under the Credit Agreement having a fair market value in excess of $100,000 individually, or $250,000 in the aggregate, or (x) in respect of the Equity Interests grant Control of any Subsidiary Deposit Account to any person other than the Collateral Agent and the Second Lien Collateral Agent. In addition to the security granted herein, Pledgors agree (excluding any Equity Interests constituting Excluded Property), such Grantor shall promptly endorse, assign and deliver the same i) to grant an assignment to the Collateral Agent, accompanied by such instruments as security for the payment in full of transfer or assignment duly executed in blank. If any securities all the Obligations under the Civil Code of Puerto Rico with respect to each Deposit Account (other than the Excluded Deposit Accounts) that Pledgors, now or hereafter acquired by at any Grantor (w) constituting Investment Property required to be pledged under the Credit Agreement having a fair market value in excess of $100,000 individuallytime hereafter, open or $250,000 in the aggregatemaintain, or (x) in respect of the Equity Interests of any Subsidiary (excluding any Equity Interests constituting Excluded Property), are uncertificated and are held in accounts required to be subject to a Control Agreement pursuant to clause documentation in form and substance acceptable to the Collateral Agent and (ii) of this Section 4.09(b) to notify the relevant banking institution promptly (and are not subject in any case within five Business Days (or such longer period as may be agreed to by the Collateral Agent)), in writing and with a Control Agreement in favor of copy to the Collateral Agent, such Grantor shall promptly notify the Collateral Agent, and the Collateral Agent shall notify the Lenders thereof. Such Grantor shall cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor. (iv) As between the Collateral Agent and the Grantors, the Grantors shall bear the investment risk with respect to the Investment Property, and the risk of loss of, damage to or the destruction of the Investment Property, whether in the possession of, or maintained as a security entitlement or deposit by, or subject to the control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other Person; provided, however, that nothing contained in this Section 4.09(b) shall release or relieve any Person of its duties and obligations under any Control Agreement or under applicable law. (v) Each Grantor shall promptly pay all Charges and fees with respect to the Investment Property in which a security interest is granted by it under this Agreement, except that no such Charge or fee need be paid if the amount or validity thereof is currently being contested in good faith, reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor, and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein. After the occurrence and during the continuance of an Event of Default, in the event any Grantor shall fail to make any such payment contemplated in the immediately preceding sentence, the Collateral Agent may (but is not obligated to) do so for the account of such Grantor and the Grantors shall promptly reimburse and indemnify the Collateral Agent from all liabilities, costs and expenses incurred by the Collateral Agent under this Section 4.09(b)(v)assignment.

Deposit Accounts and Investment Property. (i) Each Grantor hereby represents and warrants that as of the date hereof and the date of delivery of any supplemental Schedules pursuant to Sections 5.11 and 7.13 hereof, (A1) it has neither opened nor maintains any Deposit Accounts in the United States other than those the accounts listed in Schedule I hereto (as such schedule may be amended or supplemented from time to time)4.05(b) hereto, (B2) it has neither opened nor maintains any Securities Accounts or Commodity Accounts in the United States other than those listed in Schedule I 4.05(b) hereto (as such schedule may be amended or supplemented from time to time) and (C3) it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Securities Collaterallisted in Schedule 1.01(d) hereto, those maintained in Securities Accounts or Commodity Accounts listed in Schedule I 4.05(b) hereto (as such schedule may be amended or supplemented from time to time)and Excluded Equity. (ii) In the event the Grantors have a Grantor has cash, Investment Property or other funds maintained in any Deposit Accounts, Accounts and/or Securities Accounts and/or Commodity Accounts (other than Excluded Accounts and Foreign Accounts), Borrower the Company shall promptly notify the Collateral AgentTrustee and, and if requested by the Collateral Agent and Trustee, the applicable Grantor Grantors shall (x) within fifteen (15) days (or such longer period as the Collateral Agent may agree in its sole discretion) after the date hereof with respect to such Deposit Accounts, Securities Accounts and/or Commodity Accounts existing on the Closing Date, and (y) with respect to such Deposit Accounts, Securities Accounts and/or Commodity Accounts created after the date hereof, promptly thereafter, enter into Control Agreements in favor of the Collateral Agent for the benefit of the Secured Parties Trustee with the banks, Securities Intermediaries or Commodity Intermediaries with which its Deposit Accounts, Securities Accounts and Commodity Securities Accounts (other than Excluded Accounts and Foreign Accounts) are maintained granting to the Collateral Agent Trustee Control over such accounts. The Collateral Agent Trustee agrees with each Grantor that, in the case of a Deposit Account subject to Collateral AgentTrustee’s Control, the Collateral Agent Trustee 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 Collateral AgentTrustee’s Control, the Collateral Agent Trustee shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, 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. (iii) If any Grantor shall at any time hold or acquire any certificated securities (w) constituting Investment Property and other Securities Collateral required to be pledged under the Credit Agreement having a fair market value in excess of $100,000 individually, or $250,000 in the aggregate, or (x) in respect of the Equity Interests of any Subsidiary (excluding any Equity Interests constituting Excluded Property)Securities, such Grantor shall promptly endorse, assign and deliver the same to the Collateral AgentTrustee, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Trustee; provided, that the foregoing shall not apply to any certificated Securities held or acquired by the Grantors (other than the Pledged Equity Interests and Excluded Equity) the aggregate fair market value of which does not at any time exceed $500,000; provided, further, that in no event shall any Grantor be required to pledge any Excluded Equity and (y) this Section shall be subject to Section 5.13 of the Revolving Credit Agreement. If any securities now or hereafter Securities acquired after the Closing Date by any Grantor (w) constituting Investment Property required to be pledged under the Credit Agreement having a fair market value in excess of $100,000 individually, or $250,000 in the aggregate, or (x) in respect of the Equity Interests of any Subsidiary (excluding any Equity Interests constituting Excluded Property), are uncertificated and are not held in accounts required to be subject to a Control Agreement pursuant to clause (ii) of this Section 4.09(b) and are not subject to a Control Agreement in favor of the Collateral Agent4.05(b), such Grantor shall promptly notify the Collateral AgentTrustee thereof and shall, and if requested by the Collateral Agent shall notify Trustee, use commercially reasonable efforts to, pursuant to an agreement in form and substance reasonably satisfactory to the Lenders thereof. Such Grantor shall Collateral Trustee, cause the issuer to agree to comply with instructions from the Collateral Agent Trustee as to such securities, without further consent of any Grantor. The Collateral Trustee hereby agrees not to give such instructions unless an Event of Default has occurred and is continuing. With respect to Pledged Equity Interests of a First-Tier Foreign Subsidiary, the applicable Grantor will take all actions necessary to create a perfected security interest in favor of the Collateral Trustee under (i) the UCC and (ii) the law of the jurisdiction of its formation, as set forth in Section 5.04 hereof. (iv) As between the Collateral Agent Trustee and the Grantors, the Grantors shall bear the investment risk with respect to the Investment Property, and the risk of loss of, damage to or the destruction of the Investment Property, whether in the possession of, or maintained as a security entitlement or deposit by, or subject to the control of, the Collateral AgentTrustee, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other Person; provided, however, that nothing contained in this Section 4.09(b4.05(b) shall release or relieve any Person Securities Intermediary or Commodity Intermediary of its duties and obligations to the Grantors or any other Person under any Control Agreement or under applicable law. (v) Each Grantor shall promptly pay when due all Charges charges and fees with respect to the Investment Property in which a security interest is granted pledged by it under this Agreement, except that no such Charge charge or fee need be paid if the amount or validity thereof is currently being contested in good faithfaith by appropriate proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor, Grantor and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein. After the occurrence and during the continuance of an Event of Default, in the event any Grantor shall fail to make any such payment contemplated in the immediately preceding sentence, the Collateral Agent Trustee may (but is not obligated to) do so for the account of such Grantor and the Grantors shall promptly reimburse and indemnify the Collateral Agent Trustee from all liabilities, costs and expenses incurred by the Collateral Agent Trustee under this Section 4.09(b)(v)4.05(b)(v) in accordance with Section 5.03.

Deposit Accounts and Investment Property. (i) Each Grantor hereby represents and warrants that as of the date hereof and the date of delivery of any supplemental Schedules pursuant to Sections 5.11 and 7.13 hereof, (A) it has neither opened nor maintains any Deposit Accounts other than those listed in Schedule I hereto (as such schedule may be amended or supplemented from time to time), (B) it has neither opened nor maintains any Securities Accounts or Commodity Accounts other than those listed in Schedule I hereto (as such schedule may be amended or supplemented from time to time) and (C) it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Securities Collateral, those maintained in Securities Accounts or Commodity Accounts listed in Schedule I hereto (as such schedule may be amended or supplemented from time to time). (ii) In the event the Grantors have cash, Investment Property or other funds maintained in any Deposit Accounts, Securities Accounts and/or Commodity Accounts (other than Excluded Accounts), Borrower shall promptly notify the Collateral Agent, and the Collateral Agent and the applicable Grantor shall (x) within fifteen seven (157) days (or such longer period as the Collateral Agent may agree in its sole discretion) after the date hereof with respect to such Deposit Accounts, Securities Accounts and/or Commodity Accounts existing on the Closing Date, and (y) with respect to such Deposit Accounts, Securities Accounts and/or Commodity Accounts created after the date hereof, promptly thereafter, enter into Control Agreements in favor of the Collateral Agent for the benefit of the Secured Parties with the banks, Securities Intermediaries or Commodity Intermediaries with which its Deposit Accounts, Securities Accounts and Commodity Accounts (other than Excluded Accounts) are maintained granting to the Collateral Agent Control over such accounts. The Collateral Agent agrees with each Grantor that, in the case of a Deposit Account subject to Collateral Agent’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 Collateral Agent’s Control, the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, 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. (iii) If any Grantor shall at any time hold or acquire any certificated securities (w) constituting Investment Property and other Securities Collateral required to be pledged under the Credit Agreement having a fair market value in excess of $100,000 individually, or $250,000 in the aggregate, or (x) in respect of the Equity Interests of any Subsidiary (excluding any Equity Interests constituting Excluded Property), such Grantor shall promptly endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank. If any securities now or hereafter acquired by any Grantor (w) constituting Investment Property required to be pledged under the Credit Agreement having a fair market value in excess of $100,000 individually, or $250,000 in the aggregate, or (x) in respect of the Equity Interests of any Subsidiary (excluding any Equity Interests constituting Excluded Property), are uncertificated and are held in accounts required to be subject to a Control Agreement pursuant to clause (ii) of this Section 4.09(b) and are not subject to a Control Agreement in favor of the Collateral Agent, such Grantor shall promptly notify the Collateral Agent, and the Collateral Agent shall notify the Lenders thereof. Such Grantor shall cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor. Notwithstanding the foregoing, unless otherwise required by Section 6.11 of the Credit Agreement, no Grantor will be required to endorse, assign and deliver any certificated securities or cause the issuer to agree to comply with instructions from the Collateral Agent with respect to any Investment Property or other Securities Collateral of any CFC or Foreign Subsidiary in excess of 65% of the issued and outstanding voting Equity Interests of such CFC or Foreign Subsidiary. (iv) As between the Collateral Agent and the Grantors, the Grantors shall bear the investment risk with respect to the Investment Property, and the risk of loss of, damage to or the destruction of the Investment Property, whether in the possession of, or maintained as a security entitlement or deposit by, or subject to the control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other Person; provided, however, that nothing contained in this Section 4.09(b) shall release or relieve any Person of its duties and obligations under any Control Agreement or under applicable law. (v) Each Grantor shall promptly pay all Charges and fees with respect to the Investment Property in which a security interest is granted by it under this Agreement, except that no such Charge or fee need be paid if the amount or validity thereof is currently being contested in good faith, reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor, and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein. After the occurrence and during the continuance of an Event of Default, in the event any Grantor shall fail to make any such payment contemplated in the immediately preceding sentence, the Collateral Agent may (but is not obligated to) do so for the account of such Grantor and the Grantors shall promptly reimburse and indemnify the Collateral Agent from all liabilities, costs and expenses incurred by the Collateral Agent under this Section 4.09(b)(v).

Deposit Accounts and Investment Property. (i) Each Grantor hereby represents and warrants that as of the date hereof and the date of delivery of any supplemental Schedules pursuant to Sections 5.11 and 7.13 hereof, (A1) it has neither opened nor maintains does not maintain any Deposit Accounts other than those the Collateral Account established and maintained pursuant to this Agreement and the accounts listed in Schedule I hereto (as such schedule may be amended or supplemented from time to time)14 of the Perfection Certificate, (B2) it has neither opened nor maintains does not maintain any Securities Accounts or Commodity Accounts other than those listed in Schedule I hereto (as such schedule may be amended or supplemented from time to time) 14 of the Perfection Certificate and (C3) it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Securities CollateralCollateral or other collateral under the Pledge Agreement, those maintained in Securities Accounts or Commodity Accounts listed in Schedule I hereto (as such schedule may be amended or supplemented from time to time)14 of the Perfection Certificate and Excluded Equity. (ii) In the event the Grantors have cash, Investment Property or other funds maintained in any Deposit Accounts, Securities Accounts and/or Commodity Accounts (except for (A) Deposit Accounts used solely to make payroll payments and (B) Deposit Accounts having an average daily balance of less than $2,500,000 in the aggregate together with all such other than Excluded Deposit Accounts under this clause (B) that are not subject to the Collateral Agent's Control) and/or Securities Accounts), Borrower shall promptly notify the Collateral Agent, and the Collateral Agent and the applicable Grantor Grantors shall (x) within fifteen (15) days (or such longer period as the Collateral Agent may agree in its sole discretion) after the date hereof with respect to such Deposit Accounts, Securities Accounts and/or Commodity Accounts existing on the Closing Date, and (y) with respect to such Deposit Accounts, Securities Accounts and/or Commodity Accounts created after the date hereof, promptly thereafter, enter into Control Agreements in favor of the Collateral Agent for the benefit of the Secured Parties with the banks, Securities Intermediaries or Commodity Intermediaries with which its such Deposit Accounts, Accounts and Securities Accounts and Commodity Accounts (other than Excluded Accounts) are maintained granting to the Collateral Agent Control over such accounts. The Collateral Agent agrees with each Grantor that, in the case of a Deposit Account subject to the Collateral Agent’s '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 's Control, the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, 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 continuingcontinuing or, after giving effect to any withdrawal, would occur. (iii) If any Grantor shall at any time hold or acquire any certificated securities (w) constituting Investment Property and other that are not Pledged Securities Collateral required to be pledged under the Credit Agreement having a fair market value in excess of $100,000 individually, or $250,000 in the aggregate, or (x) in respect of the Equity Interests of any Subsidiary (excluding any Equity Interests constituting Excluded Property)Pledge Agreement, such Grantor shall promptly immediately endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent; provided, that in no event shall Grantor be required to pledge any Excluded Equity. If any securities now or hereafter acquired by any Grantor (w) constituting Investment Property required to be pledged that are not Pledged Securities under the Credit Pledge Agreement having a fair market value in excess of $100,000 individually, or $250,000 in the aggregate, or (x) in respect of the Equity Interests of any Subsidiary (excluding any Equity Interests constituting Excluded Property), are uncertificated and are not held in accounts required to be subject to a Control Agreement control agreement pursuant to clause (ii) of this Section 4.09(b) and are not subject to a Control Agreement in favor of the Collateral Agent4.04(b), such Grantor shall promptly notify the Collateral Agent, Agent thereof and the Collateral Agent shall notify the Lenders thereof. Such Grantor shall use commercially reasonable efforts to cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any GrantorGrantor pursuant to an issuer's acknowledgement in form and substance reasonably acceptable to the Collateral Agent. (iv) As between the Collateral Agent and the Grantors, the Grantors shall bear the investment risk with respect to the Investment Property, and the risk of loss of, damage to or the destruction of the Investment Property, whether in the possession of, or maintained as a security entitlement or deposit by, or subject to the control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other Person; provided, however, that nothing contained in this Section 4.09(b4.04(b) shall release or relieve any Person Securities Intermediary or Commodity Intermediary of its duties and obligations to the Grantors or any other Person under any Control Agreement or under applicable law. (v) Each Grantor shall promptly pay all Charges and fees with respect to the Investment Property in which a security interest is granted pledged by it under this Agreement, except that no such Charge or fee need be paid if such Grantor is permitted under the Credit Agreement to not pay such Charge or fee or if the amount or validity thereof is currently being contested in good faithfaith by appropriate proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor, Grantor and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein. After the occurrence and during the continuance of an Event of Default, in the event any Grantor shall fail to make any such payment contemplated in the immediately preceding sentence, the Collateral Agent may (but is not obligated to) do so for the account of such Grantor and the Grantors shall promptly reimburse and indemnify the Collateral Agent from all liabilities, costs and expenses incurred by the Collateral Agent under this Section 4.09(b)(v4.04(b)(v).

Deposit Accounts and Investment Property. (i) Each Grantor hereby represents and warrants that as As of the date hereof and the date of delivery of any supplemental Schedules pursuant to Sections 5.11 and 7.13 hereof, (A) it no Pledgor has neither opened nor maintains any Deposit Accounts other than those the Collateral Account established and maintained pursuant to this Agreement and the accounts listed in Schedule I hereto (as such schedule may be amended or supplemented from time to time), (B3.4(b) it hereto. The Collateral Agent has neither opened nor maintains any Securities Accounts or Commodity Accounts other than those listed in Schedule I hereto (as such schedule may be amended or supplemented from time to time) and (C) it does not hold, own or have any a second priority security interest in any certificated securities or uncertificated securities other than those constituting Securities Collateral, those maintained in Securities Accounts or Commodity Accounts listed in Schedule I hereto (as each such schedule may be amended or supplemented from time to time). (ii) In the event the Grantors have cash, Investment Property or other funds maintained in any Deposit Accounts, Securities Accounts and/or Commodity Accounts Account (other than Excluded Deposit Accounts), Borrower which security interest shall promptly notify be perfected by Control upon entering into Assignment of Deposit Account Agreements in respect of such Deposit Accounts. To the Collateral Agent, extent not entered into and delivered to the Collateral Agent at Closing, each Pledgor shall enter into and deliver to the applicable Grantor shall Collateral Agent an Assignment of Deposit Account Agreement in respect of each account listed in Schedule 3.4(b) hereto (xother than Excluded Deposit Accounts) within fifteen (15) days 30 Business Days after the Closing Date (or such longer period as may be agreed to by the Collateral Agent); provided, that such deadline may be extended by the Collateral Agent may agree in its sole discretion. No Pledgor shall hereafter establish and maintain any Deposit Account (other than Excluded Deposit Accounts) after unless such Bank and such Pledgor shall have duly executed and delivered to the date hereof Collateral Agent an Assignment of Deposit Account Agreement with respect to such Deposit Accounts, Securities Accounts and/or Commodity Accounts existing on Account within 30 Business Days after the Closing Date, and (y) with respect to establishment of such Deposit Accounts, Securities Accounts and/or Commodity Accounts created after the date hereof, promptly thereafter, enter into Control Agreements in favor of Account (or such longer period as may be agreed to by the Collateral Agent for the benefit of the Secured Parties with the banks, Securities Intermediaries or Commodity Intermediaries with which its Deposit Accounts, Securities Accounts and Commodity Accounts (other than Excluded Accounts) are maintained granting to the Collateral Agent Control over such accountsAgent). The Collateral Agent agrees with each Grantor that, in the case of a Deposit Account subject to Collateral Agent’s Control, Pledgor that 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 Pledgor 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 Collateral Agent’s Control, the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, 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, unless an Event of Default has occurred and is continuing. (iiicontinuing and the Collateral Agent has delivered prior written notice to the applicable Pledgor; provided that the Collateral Agent agrees to promptly notify the applicable Bank upon the cure or waiver of such Event of Default to permit the applicable Pledgor access to the applicable Deposit Accounts. The provisions of this Section 3.4(b) If shall not apply to the Collateral Account or to any Grantor other Deposit Accounts for which the Collateral Agent is the Bank. No Pledgor shall at any time hold or acquire any certificated securities (w) constituting Investment Property and other Securities Collateral required to be pledged under the Credit Agreement having a fair market value in excess of $100,000 individually, or $250,000 in the aggregate, or (x) in respect of the Equity Interests grant Control of any Subsidiary Deposit Account to any person other than the Collateral Agent and the First Lien Collateral Agent. In addition to the security granted herein, Pledgors agree (excluding any Equity Interests constituting Excluded Property), such Grantor shall promptly endorse, assign and deliver the same i) to grant an assignment to the Collateral Agent, accompanied by such instruments as security for the payment in full of transfer or assignment duly executed in blank. If any securities all the Obligations under the Civil Code of Puerto Rico with respect to each Deposit Account (other than the Excluded Deposit Accounts) that Pledgors, now or hereafter acquired by at any Grantor (w) constituting Investment Property required to be pledged under the Credit Agreement having a fair market value in excess of $100,000 individuallytime hereafter, open or $250,000 in the aggregatemaintain, or (x) in respect of the Equity Interests of any Subsidiary (excluding any Equity Interests constituting Excluded Property), are uncertificated and are held in accounts required to be subject to a Control Agreement pursuant to clause documentation in form and substance acceptable to the Collateral Agent and (ii) of this Section 4.09(b) to notify the relevant banking institution promptly (and are not subject in any case within five Business Days (or such longer period as may be agreed to by the Collateral Agent)), in writing and with a Control Agreement in favor of copy to the Collateral Agent, such Grantor shall promptly notify the Collateral Agent, and the Collateral Agent shall notify the Lenders thereof. Such Grantor shall cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor. (iv) As between the Collateral Agent and the Grantors, the Grantors shall bear the investment risk with respect to the Investment Property, and the risk of loss of, damage to or the destruction of the Investment Property, whether in the possession of, or maintained as a security entitlement or deposit by, or subject to the control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other Person; provided, however, that nothing contained in this Section 4.09(b) shall release or relieve any Person of its duties and obligations under any Control Agreement or under applicable law. (v) Each Grantor shall promptly pay all Charges and fees with respect to the Investment Property in which a security interest is granted by it under this Agreement, except that no such Charge or fee need be paid if the amount or validity thereof is currently being contested in good faith, reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor, and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein. After the occurrence and during the continuance of an Event of Default, in the event any Grantor shall fail to make any such payment contemplated in the immediately preceding sentence, the Collateral Agent may (but is not obligated to) do so for the account of such Grantor and the Grantors shall promptly reimburse and indemnify the Collateral Agent from all liabilities, costs and expenses incurred by the Collateral Agent under this Section 4.09(b)(v)assignment.

Deposit Accounts and Investment Property. (i) Each Grantor hereby represents and warrants that as of the date hereof and the date of delivery of any supplemental Schedules pursuant to Sections 5.11 and 7.13 hereof, (A1) it has neither opened nor maintains does not maintain any Deposit Accounts other than those the collateral account established and maintained pursuant to the Citigroup Credit Facilities and the accounts listed in Schedule I hereto (as such schedule may be amended or supplemented from time to time)14 of the Perfection Certificate, (B2) it has neither opened nor maintains does not maintain any Securities Accounts or Commodity Accounts other than those listed in Schedule I hereto (as such schedule may be amended or supplemented from time to time) 14 of the Perfection Certificate and (C3) it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Securities CollateralCollateral or other collateral under the Pledge Agreement, those maintained in Securities Accounts or Commodity Accounts listed in Schedule I hereto (as such schedule may be amended or supplemented from time to time)14 of the Perfection Certificate and Excluded Equity. (ii) In the event the Grantors have cash, Investment Property or other funds maintained in any Deposit Accounts (except for (A) Deposit Accounts used solely to make payroll payments and (B) Deposit Accounts having an average daily balance of less than $2,500,000 in the aggregate together with all such other Deposit Accounts under this clause (B) that are not subject to the Agent's Control) and/or Securities Accounts, Securities Accounts and/or Commodity Accounts (other than Excluded Accounts), Borrower Mid-Western shall promptly notify the Collateral Agent, and the Collateral Agent and the applicable Grantor Grantors shall (x) within fifteen (15) days (or such longer period as the Collateral Agent may agree in its sole discretion) after the date hereof with respect to such Deposit Accounts, Securities Accounts and/or Commodity Accounts existing on the Closing Date, and (y) with respect to such Deposit Accounts, Securities Accounts and/or Commodity Accounts created after the date hereof, promptly thereafter, enter into Control Agreements in favor of the Collateral Agent for the benefit of the Secured Parties with the banks, Securities Intermediaries or Commodity Intermediaries with which its such Deposit Accounts, Accounts and Securities Accounts and Commodity Accounts (other than Excluded Accounts) are maintained granting to the Collateral Agent Control over such accounts. The Collateral Agent agrees with each Grantor that, in the case of a Deposit Account subject to Collateral the Agent’s '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 Collateral the Agent’s 's Control, the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, 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 a Specified Event of Default has occurred and is continuingcontinuing or, after giving effect to any withdrawal, would occur. (iii) If any Grantor shall at any time hold or acquire any certificated securities (w) constituting Investment Property and other that are not Pledged Securities Collateral required to be pledged under the Credit Agreement having a fair market value in excess of $100,000 individually, or $250,000 in the aggregate, or (x) in respect of the Equity Interests of any Subsidiary (excluding any Equity Interests constituting Excluded Property)Pledge Agreement, such Grantor shall promptly immediately endorse, assign and deliver the same to the Senior Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Senior Collateral Agent; provided, that in no event shall Grantor be required to pledge any Excluded Equity. If any securities now or hereafter acquired by any Grantor (w) constituting Investment Property required to be pledged that are not Pledged Securities under the Credit Pledge Agreement having a fair market value in excess of $100,000 individually, or $250,000 in the aggregate, or (x) in respect of the Equity Interests of any Subsidiary (excluding any Equity Interests constituting Excluded Property), are uncertificated and are not held in accounts required to be subject to a Control Agreement control agreement pursuant to clause (ii) of this Section 4.09(b) and are not subject to a Control Agreement in favor of the Collateral Agent4.04(b), such Grantor shall promptly notify the Collateral Agent, Agent thereof and the Collateral Agent shall notify the Lenders thereof. Such Grantor shall use commercially reasonable efforts to cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any GrantorGrantor pursuant to an issuer's acknowledgement in form provided to the Senior Collateral Agent. (iv) As between the Collateral Agent and the Grantors, the Grantors shall bear the investment risk with respect to the Investment Property, and the risk of loss of, damage to or the destruction of the Investment Property, whether in the possession of, or maintained as a security entitlement or deposit by, or subject to the control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other Person; provided, however, that nothing contained in this Section 4.09(b4.04(b) shall release or relieve any Person Securities Intermediary or Commodity Intermediary of its duties and obligations to the Grantors or any other Person under any Control Agreement or under applicable law. (v) Each Grantor shall promptly pay all Charges and fees with respect to the Investment Property in which a security interest is granted by it under this Agreement, except that no such Charge or fee need be paid if the amount or validity thereof is currently being contested in good faith, reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor, and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein. After the occurrence and during the continuance of an Event of Default, in the event any Grantor shall fail to make any such payment contemplated in the immediately preceding sentence, the Collateral Agent may (but is not obligated to) do so for the account of such Grantor and the Grantors shall promptly reimburse and indemnify the Collateral Agent from all liabilities, costs and expenses incurred by the Collateral Agent under this Section 4.09(b)(v).