Common use of Securities Accounts and Commodity Accounts Clause in Contracts

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party has a first priority security interest in each such Securities Account perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor agrees that once the Secured Party sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account when an Event of Default has occurred and is continuing, such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, to any person other than the Secured Party.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Each Pledgor shall on Assuming the due execution of Securities Account Control Agreements or before Commodity Account Control Agreements, the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party Administrative Agent has a first priority security interest in each such Securities Account and Commodity Account (other than Excluded Accounts), which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary (other than Excluded Accounts) unless (1) it shall have given the Secured Party Administrative Agent 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Administrative Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within three (3) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Administrative Agent agrees with each Pledgor that the Administrative 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 Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the Secured Party Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account when an Event of Default has occurred and is continuing, such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyAdministrative Agent.

Securities Accounts and Commodity Accounts. (i) As of No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after the date hereof, no Pledgor has any Securities Accounts Grantor shall establish or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party has a first priority security interest in each such Securities Account perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Secured Party Collateral Agent 10 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor Grantor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor The Collateral Agent agrees with each Grantor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Grantor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such which the Collateral Agent is the Securities Account or Commodity AccountIntermediary. No Pledgor Grantor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 11 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Administrative Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Administrative Agent 10 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Administrative Agent agrees with each Pledgor that the Administrative 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 Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Secured Party Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account when an Event (with a copy of Default has occurred and is continuing, such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset Financial Asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyAdministrative Agent and the Notes Collateral Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 14 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given give the Secured Party prior Collateral Agent prompt written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary Intermediary, and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed execute and delivered deliver a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be within 60 days of the establishment of such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor shall not give any instructions or orders with respect to such Securities Account investment and Commodity Account includingwithdrawal rights, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Accountwould occur. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent unless otherwise permitted by the Collateral Agent. The Collateral Agent shall have no obligation to execute and deliver any Control Agreement that imposes any indemnity or other obligation on the Collateral Agent.

Securities Accounts and Commodity Accounts. (iSchedule 3.4(c) As hereto lists each Securities Account and Commodities Account of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection CertificatePledgors. Each Pledgor shall on enter into and cause the applicable Securities Intermediary or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents Commodity Intermediary to enter into a Control Agreement with the Administrative Agent with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party has a first priority security interest in each such Securities Account perfected by Control, subject to Permitted Liensor Commodity Account listed on Schedule 3.4(c). No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity AccountAccount within 15 Business Days of establishing such Securities Account or Commodity Account (or such longer period as the Administrative Agent may agree in its reasonable discretion), as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within three (3) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control except for such cash as may be held in Exempt Deposit Accounts in accordance with the terms of this Agreement. The Administrative Agent agrees with each Pledgor that once the Secured Party sends an instruction Administrative Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor shall not give any instructions investment and withdrawal rights, would occur, or orders with respect unless otherwise permitted pursuant to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Accountthe Credit Agreement. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyAdministrative Agent. As between the Administrative Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 14 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with With respect to each such Securities Account and Commodities Account, other than as of the Excluded Accountsdate hereof, the applicable Securities Account Control Agreement or Commodities Account Control Agreement listed on Schedule 14 to ensure that the Secured Party Perfection Certificate has been executed and delivered and the Collateral Agent has a first priority First Priority security interest in each such Securities Account and Commodity Account (other than Excluded Securities Accounts and Excluded Commodities Accounts and Securities Accounts constituting Excluded Collateral), which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity AccountAccount (other than Excluded Securities Accounts, Excluded Commodities Accounts and Securities Accounts constituting Excluded Collateral), as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account. The Collateral Agent agrees with each Pledgor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. The two immediately preceding sentences shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution which the Collateral Agent or transfer any of any Investment Property or financial asset maintained in such its affiliates is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, Property to any Person other than (i) the Collateral Agent, (ii) subject to the terms of the Intercreditor Agreement, the Revolving Credit Agent and (iii) in respect of any Deposit Account that holds only deposits posted by customers described in clause (j) of the definition of Excluded AccountsCollateral, to any person other than the Secured Partysuch customers.

Securities Accounts and Commodity Accounts. (i) As Each Pledgor hereby represents and warrants that (1) as of the date hereof, no Pledgor it has neither opened nor maintains any Securities Accounts or Commodity Accounts in which the amount and/or fair market value, individually or in the aggregate, of the financial assets and/or commodity contracts, as the case may be, held from time to time in all such accounts does not exceed $100,000, other than those listed in on Schedule 13 16 to the Perfection Certificate. Each , (2) as of the date hereof, each applicable Pledgor shall on and the relevant Securities Intermediary or before the Closing Date or within the time period expressly permitted under the Loan Commodity Intermediary have executed and delivered a Securities Account Control Agreement or other Loan Documents enter into a Commodity Account Control Agreement with respect Agreement, as applicable, for each Securities Account or Commodity Account listed on Schedule 16 to each the Perfection Certificate, or the Pledgors have closed such Securities Accountaccounts, other than (3) the Excluded Accounts, to ensure that the Secured Party Collateral Agent has a valid, enforceable, perfected first priority security interest (other than Permitted Collateral Liens) in each such Securities Account perfected Accounts and Commodity Accounts by Control, subject and (4) it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed on Schedule 16 to Permitted Liensthe Perfection Certificate or in respect of which the Collateral Agent has Control. No If any Pledgor shall at any time hold or acquire any certificated securities constituting Investment Property and having a fair market value, individually or in the aggregate, in excess of $100,000, such Pledgor shall promptly (and in any event within five Business Days of acquiring such security) (a) 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 or (b) deliver such securities into a Securities Account (other than an Excluded Account) with respect to which a Control Agreement is in effect in favor of the Collateral Agent. If any securities now or hereafter acquired by any Pledgor constituting Investment Property and having a fair market value, individually or in the aggregate, in excess of $100,000 are uncertificated and are issued to such Pledgor or its nominee directly by the issuer thereof, such Pledgor shall promptly (and in any event within five Business Days of acquiring such security) notify the Collateral Agent thereof and pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (a) cause the issuer to agree to comply with Entitlement Orders or other instructions from the Collateral Agent as to such securities, without further consent of any Pledgor or such nominee, (b) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account (other than an Excluded Account) with respect to which the Collateral Agent has Control or (c) arrange for the Collateral Agent to become the registered owner of the securities. The Pledgors shall not hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it the applicable Pledgor shall have given the Secured Party Collateral Agent 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (3) except in the case of an Excluded Account, such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor agrees that once the Secured Party sends an instruction The Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. The provisions of this Section 3.4(c) shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such which the Collateral Agent is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Property (including any Excluded Accounts, Account) to any person other than the Secured PartyCollateral Agent.

Securities Accounts and Commodity Accounts. (ia) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Each Pledgor shall on or before Within forty-five (45) days after the Closing Date (or within such longer period of time as agreed by the time period expressly permitted under Administrative Agent in its sole discretion), the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party has Administrative Agent will have a first priority security interest in each such Securities Account and Commodity Account, which security interest will be, in the case of Securities Accounts, upon the execution and delivery of a Securities Account Control Agreement with respect thereto, perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. At any time such requirements apply, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any Entitlement Orders or instructions or directions to any Borrower 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 Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the Secured Party Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account when an Event of Default has occurred and is continuing, such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution Table of Contents or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyAdministrative Agent or, subject to the terms of the Intercreditor Agreement, the Second Lien Agent. As between the Administrative Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Pledgor or any other person.

Securities Accounts and Commodity Accounts. (ia) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Each Pledgor shall on Within 45 days after the date hereof (or before such longer period of time as agreed to by the Closing Date or within First Lien Agent in its sole discretion and so communicated to the time period expressly permitted under Collateral Agent in writing as soon as practicable), the Loan Agreement or other Loan Documents enter into Collateral Agent will have a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party has a first second priority security interest in each such Securities Account and Commodity Account (other than (i) Securities Accounts and Commodities Accounts established solely as payroll and other zero balance Accounts and (ii) other Commodities Accounts and Securities Accounts, so long as at any time the balance in any such Account does not exceed $50,000 and the aggregate balance in all such Accounts does not exceed $50,000), which security interest will be, in the case of Securities Accounts, upon the execution and delivery of a Securities Account Control Agreement with respect thereto, perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded (i) Securities Accounts and Commodities Accounts established solely as payroll and other zero balance Accounts and (ii) other Commodities Accounts and Securities Accounts, so long as at any time the balance in any such Account does not exceed $50,000 and the aggregate balance in all such Accounts does not exceed $50,000) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. At any time such requirements apply, the applicable Pledgor shall give notice thereof to the Collateral Agent in accordance with Section 13.2 of the Indenture and the Collateral Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that 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 Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the Secured Party Collateral Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account when an Event of Default has occurred and is continuing, such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent and the First Lien Collateral Agent. As between the Collateral Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Securities, 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 Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 14 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with With respect to each such Securities Account and Commodities Account, other than as of the Excluded Accountsdate hereof, the applicable Securities Account Control Agreement or Commodities Account Control Agreement listed on Schedule 14 to ensure that the Secured Party Perfection Certificate has been executed and delivered and the Collateral Agent has a first priority First Priority security interest in each such Securities Account and Commodity Account (other than Excluded Securities Accounts, Excluded Commodities Accounts and Securities Accounts constituting Excluded Collateral), which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity AccountAccount (other than Excluded Securities Accounts, Excluded Commodities Accounts and Securities Accounts constituting Excluded Collateral), as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account. The Collateral Agent agrees with each Pledgor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when an withdrawal or dealing rights by such Pledgor, unless a Cash Dominion Trigger Event of Default has occurred and is continuingno subsequent Cash Dominion Recovery Event has occurred or, after giving effect to any such Pledgor investment and withdrawal rights, a Cash Dominion Trigger Event would occur. The two immediately preceding sentences shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution which the Collateral Agent or transfer any of any Investment Property or financial asset maintained in such its affiliates is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than (i) the Secured PartyCollateral Agent, (ii) subject to the terms of the Intercreditor Agreement, the Term Loan Collateral Agent and (iii) in respect of any Deposit Account that holds only deposits posted by customers described in clause (j) of the definition of Excluded Collateral, such customers.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 14 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Administrative Agent has a first priority perfected security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control, subject Control (except with respect to Permitted Liensany Securities Account that is an Excluded Account). No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Administrative Agent 10 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Administrative Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account (except with respect to any Securities Account that is an Excluded Account) or Commodity Account, as the case may bebe within 15 days of the establishment of such Securities Account or Commodity Account (or such longer period of time as the Administrative Agent may agree to in writing). Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within two (2) Business Days of actual receipt thereof, deposit any and all cash and Security Entitlements received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control or, if in the ordinary course of business, an Excluded Account (provided that any cash and Securities Entitlement that is received by a Pledgor that constitutes ABL Collateral shall be deposited into an ABL Collateral Account). The Administrative Agent agrees with each Pledgor that once the Secured Party sends an instruction Administrative Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when an withdrawal or dealing rights by such Pledgor, unless a Triggering Event has occurred or a Default or Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. The provisions of this Section 3.4(c) shall not give apply to any instructions or orders with respect Financial Assets credited to such any ABL Collateral Account for which the Administrative Agent is the Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person Person other than the Secured PartyFirst Lien Term Collateral Agent, the Second Lien Term Collateral Agent and the Administrative Agent.

Securities Accounts and Commodity Accounts. (ia) As of the date hereof, other than Excluded Accounts, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Each Pledgor shall on Assuming the due execution of the respective Securities Account Control Agreements or before Commodity Account Control Agreements (to the Closing Date or within extent possible after using commercially reasonable efforts), the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control, subject to Permitted Liens. No To the extent a Pledgor shall hereafter establish and maintain establishes or maintains any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall use commercially reasonable efforts to have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be, within the later of (i) sixty (60) days following the Closing Date with respect to such Securities Account or Commodity Account existing on the Closing Date or (ii) sixty (60) days after any such Securities Account or Commodity Account is established, provided, however, that such commercially reasonable efforts shall not require any Pledgor to make out-of-pocket expenditures (other than reasonable attorney’s fees and expenses, but specifically excluding the payment of any consideration or other compensation to any person). The Collateral Agent agrees with each Pledgor that 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 Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the Secured Party Collateral Agent, after the occurrence and during the continuation of an Event of Default, sends an instruction or notice to a Securities Intermediary or Commodity Intermediary (with a copy to the applicable Pledgor) exercising its Control over any Securities Account and Commodity Account when an Event of Default has occurred and is continuing, such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity AccountAccount as long as an Event of Default is continuing, and the Collateral Agent agrees that promptly after such Event of Default shall have ceased to exist in accordance with the terms of the Indenture or Additional Secured Agreement and the Issuer has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall use commercially reasonable efforts to deliver written notice to the Securities Intermediary or Commodity Intermediary rescinding the applicable instruction or notice, at which point the Pledgor’s right to give any instructions or orders with respect to such Securities Account or Commodity Account shall be reinstated. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent or a holder of a Permitted Lien. None of the preceding provisions of this Section 3.5(c) shall apply to any Excluded Accounts.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those (if any) listed in Schedule 13 14 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Collateral Agent 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. The provisions of this Section 3.4(c) shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such which the Collateral Agent is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 14 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Collateral Agent has a first priority First Priority security interest in each such Securities Account and Commodity Account (other than Excluded Securities Accounts and Excluded Commodities Accounts), which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Collateral Agent 30 days’ (or such shorter period as may be determined by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity AccountAccount (other than Excluded Securities Accounts and Excluded Commodities Accounts), as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account. The Collateral Agent agrees with each Pledgor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when an withdrawal or dealing rights by such Pledgor, unless a Cash Dominion Trigger Event of Default has occurred and is continuingno subsequent Cash Dominion Recovery Event has occurred or, after giving effect to any such Pledgor investment and withdrawal rights, a Cash Dominion Trigger Event would occur. The two immediately preceding sentences shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such which the Collateral Agent is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent and, subject to the terms of the Intercreditor Agreement, Term Loan Agents.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 3(f) to the Perfection Certificate. Each Pledgor shall on or before hereby grants the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into Collateral Agent a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party has a first second priority security interest in each such Securities Account and Commodity Account, which security interest is or will be perfected by Control, subject to Permitted LiensControl no later than 40 days from after the Closing Date. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given give the Secured Party prior Collateral Agent prompt written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary Intermediary, and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed execute and delivered deliver a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be within 60 days of the establishment of such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor shall not give any instructions or orders with respect to such Securities Account investment and Commodity Account includingwithdrawal rights, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Accountwould occur. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent unless otherwise permitted by the Collateral Agent. The Collateral Agent shall have no obligation to execute and deliver any Control Agreement that imposes any indemnity or other obligation on the Collateral Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account (other than Excluded Accounts), which security interest Pledgor shall use commercially reasonable efforts to be perfected by Control, subject to Permitted LiensControl within 90 days of the date hereof. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given give the Secured Party prior Collateral Agent prompt written notice of its intention to establish that such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary has been established and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor and the Collateral Agent shall within sixty (60) days of the date of the acquisition of such Securities Account or Commodity Account have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and shall promptly deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. The provisions of this Section 3.4(c) shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account for which the Collateral Agent is the Securities Intermediary and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity AccountExcluded Accounts. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 14 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Collateral Agent has a first priority First Priority security interest in each such Securities Account and Commodity Account (other than Excluded Securities Accounts and Excluded Commodities Accounts), which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Collateral Agent 30 days’ (or such shorter period as may be determined by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity AccountAccount (other than Excluded Securities Accounts and Excluded Commodities Accounts), as the case may be. Each Pledgor agrees that once the Secured Party sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over shall accept any Securities Account cash and Commodity Account when an Event of Default has occurred and is continuing, such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over trust for the benefit of the Collateral Agent and within five days of actual receipt thereof, deposit any and all cash and Investment Property, other than Excluded Accounts, to any person other than the Secured Party.Property received by it into a Deposit

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 14 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Collateral Agent has a first priority First Priority security interest in each such Securities Account and Commodity Account (other than Excluded Securities Accounts and Excluded Commodities Accounts), which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Collateral Agent 30 days’ (or such shorter period as may be determined by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity AccountAccount (other than Excluded Securities Accounts and Excluded Commodities Accounts), as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account. The Collateral Agent agrees with each Pledgor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. The two immediately preceding sentences shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such which the Collateral Agent is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent and, subject to the terms of the Intercreditor Agreement, Revolving Credit Agents.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to Section 8(b) of the Perfection Certificate. Each Upon the request of the Administrative Agent, in its sole discretion, at any time after the date hereof, each Pledgor shall on and shall cause the applicable Securities Intermediary or before Commodity Intermediary of each Securities Account or Commodity Account of such Pledgor, within 30 days after such request (or such later date as the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents Administrative Agent may approve), to enter into a Control Agreement with respect in form and substance reasonably satisfactory to each the Administrative Agent, such Securities Accountthat upon the effectiveness of such Control Agreement, other than the Excluded Accounts, to ensure that the Secured Party has Administrative Agent will have a first priority security interest in each such pledged Securities Account and Commodity Account, which security interest is perfected by Control. After such request of the Administrative Agent as described in the previous sentence, subject to Permitted Liens. No no Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given as promptly as practicable after the Secured Party prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) establishment thereof such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. The requirement in the preceding sentence shall not apply to any Securities Account or Commodity Account the daily balance of which does not exceed [$1,000,000] for any such account or [$5,000,000] for all such accounts. Upon the effectiveness of a Control Agreement entered into pursuant to this clause (c), each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within one [(1) Business Day] of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Administrative Agent agrees with each Pledgor that the Administrative 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 Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the Secured Party Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account when an Event of Default has occurred Account, and is continuingsuch Pledgor having knowledge thereof, such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than (i) the Secured PartyAdministrative Agent, or (ii) pursuant to a Permitted Lien of the type described in clauses (ii), (iv), (xi), (xii), (xiii), (xvii), (xix), (xxiv), (xxv) or (xxvii) of the definition of Permitted Lien set forth in the Credit Agreement.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, hereof each Grantor has no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to V and the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party Collateral Agent has a perfected first priority security interest in each such Securities Account perfected Accounts and Commodity Accounts by Control, subject to Permitted Liens. No Pledgor Grantor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it the applicable Grantor shall have given the Secured Party Collateral Agent 30 days' prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor Grantor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor Grantor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property (other than any Investment Property pledged pursuant to Section 3.02 received by it into a Deposit Account or Securities Account subject to Collateral Agent's Control. The Collateral Agent agrees with each Grantor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Grantor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. No Grantor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of grant control over any Investment Property or financial asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, to any person other than the Secured PartyCollateral Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 14 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Collateral Agent has a first priority First Priority security interest in each such Securities Account and Commodity Account (other than Excluded Securities Accounts and Excluded Commodities Accounts), which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Collateral Agent 30 days’ (or such shorter period as may be determined by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity AccountAccount (other than Excluded Securities Accounts and Excluded Commodities Accounts), as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account. The Collateral Agent agrees with each Pledgor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and with drawal rights, would occur. The two immediately preceding sentences shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such which the Collateral Agent is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent and, subject to the terms of the Intercreditor Agreement, Revolving Credit Agents.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Administrative Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Administrative Agent ten days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary (or such other or shorter notice as may be acceptable to the Administrative Agent, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Administrative Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall promptly deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control, except with respect to Investment Property with an aggregate value not exceeding $250,000 at any time. The Administrative Agent agrees with each Pledgor that the Administrative 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 Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the Secured Party Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account when an Event of Default has occurred and is continuing, such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyAdministrative Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 11 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest, when required by Section 6.17 of the Credit Agreement, is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Collateral Agent 10 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that 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 Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur, and notice shall have been given by the Collateral Agent to the Issuer of its intent to exercise such rights. Each Pledgor agrees that once the Secured Party Collateral Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account when an Event (with a copy of Default has occurred and is continuing, such instruction or notice to the Issuer) such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset Financial Asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent and the Administrative Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Each Pledgor shall on Assuming the due execution of Securities Account Control Agreements or before Commodity Account Control Agreements (which may be delivered after the Closing Date or within to the time period expressly extent permitted under Section 6.20 of the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities AccountCredit Agreement), other than the Excluded Accounts, to ensure that the Secured Party Administrative Agent has a first priority security interest in each such Securities Account and Commodity Account (other than Excluded Accounts), which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary (other than Excluded Accounts) unless (1) it shall have given the Secured Party Administrative Agent 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Administrative Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control (or a Deposit Account or Securities Account that will become subject to the Administrative Agent’s Control after due execution of a Deposit Account Control Agreement, Securities Account Control Agreement or Commodity Account Control Agreement after the Closing Date as required under Section 6.20 of the Credit Agreement). The Administrative Agent agrees with each Pledgor that the Administrative 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 Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the Secured Party Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account when an Event of Default has occurred and is continuing, such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset Financial Asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property, Property (other than Excluded Accounts, ) to any person other than the Secured PartyAdministrative Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 15 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account (other than Excluded Securities Accounts and Excluded Commodities Accounts), which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Collateral Agent 30 days’ (or such shorter period as may be determined by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity AccountAccount (other than Excluded Securities Accounts and Excluded Commodities Accounts), as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account. The Collateral Agent agrees with each Pledgor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. The two immediately preceding sentences shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such which the Collateral Agent is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 14 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Collateral Agent 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. The provisions of this Section 3.4(c) shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such which the Collateral Agent is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those (if any) listed in Schedule 13 14 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account (subject only to Liens in favor of the Bank Collateral Agent pursuant to the Credit Facility Documents), which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Collateral Agent 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered to the Collateral Agent, or to the Bank Collateral Agent in accordance with the Intercreditor Agreement, a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property (other than the Excluded Property) in trust for the benefit of the Collateral Agent, or the Bank Collateral Agent pursuant to the Credit Facility Documents, and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property (other than Excluded Property) received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control, or the Bank Collateral Agent’s Control pursuant to the Credit Facility Documents. Subject to the Intercreditor Agreement, the Collateral Agent agrees with each Pledgor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. The provisions of this Section 3.4(c) shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such which the Collateral Agent is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent, or to the Bank Collateral Agent pursuant to the Credit Facility Documents.

Securities Accounts and Commodity Accounts. (ia) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts containing cash or securities with a value in excess of $500,000 at any time other than those listed in Schedule 13 12 to the Perfection Certificate. Each Pledgor shall on Upon the execution and delivery by the applicable Loan Party, the applicable Securities Intermediary or before Commodity Intermediary and the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into Collateral Agent of a Control Agreement with in respect to each of any such Securities AccountAccount or Commodity Account in accordance with Section 5.14 of the Credit Agreement, other than the Excluded Accounts, to ensure that the Secured Party has a first priority Collateral Agent’s security interest in each such Securities Account and Commodity Account will be perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with a value in excess of $500,000 at any time with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each The Collateral Agent agrees with each Pledgor agrees that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. The provisions of this Section 3.4(c) shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such which the Collateral Agent is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 3.4(c) to the Perfection Certificatethis Agreement. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Administrative Agent has a first priority security interest in each such pledged Securities Account and Commodity Account, which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given as promptly as practicable after the Secured Party prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) establishment thereof such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Account Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. The requirement in the preceding sentence shall not apply to any Securities Account or Commodity Account the daily balance of which does not exceed $1,000,000 for any such account or $1,000,000 for all such accounts. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Administrative Agent agrees with each Pledgor that the Administrative 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 Pledgor, unless a Cash Dominion Event or an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the Secured Party Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account when an Event of Default has occurred and is continuing, such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyAdministrative Agent, the ABL Agent (subject to the terms of the Intercreditor Agreement), as otherwise permitted by the other Intercreditor Arrangement and subject to and in accordance with the Acknowledgment and Section 7.01(m)(ii) of the Credit Agreement, holders of the Series G Notes.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 14 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party has a first priority security interest in each such Securities Account perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Trustee 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Trustee and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of itself and the Noteholders and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Trustee’s Control. The Trustee agrees with each Pledgor that once the Secured Party sends an instruction Trustee shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. The provisions of this Section 3.4(c) shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such which the Trustee is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyTrustee and the First Lien Bank.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate3.4(c) hereto. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Collateral Agent has a first second priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be, within 30 Business Days of the establishment of such Securities Account or Commodity Account (or such longer period as may be agreed to by the Collateral Agent). Each The Collateral Agent agrees with each Pledgor agrees that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuing, continuing and the Collateral Agent has delivered prior written notice to the applicable Pledgor; provided that the Collateral Agent agrees to notify promptly the applicable Bank upon the cure or waiver of such Event of Default to permit the applicable Pledgor access to the Securities Account. The provisions of this Section 3.4(c) shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such which the Collateral Agent is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 14 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Collateral Agent has a first priority perfected security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary in which more than $500,000 in the aggregate will be on deposit unless (1) it shall have given the Secured Party Collateral Agent 10 Business Days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur and, in either event, subject to Section 9.7(a) hereof. The provisions of this Section 3.4(c) shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such which the Collateral Agent is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent.

Securities Accounts and Commodity Accounts. (i1) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Each Pledgor Upon execution and delivery of the Securities Account Control Agreements and Commodity Account Control Agreements pursuant to Schedule 6.20 of the Credit Agreement, the Administrative Agent shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into have a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary (other than an Excluded Securities Account) unless (1) it shall have given the Secured Party prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may bebe shall have been executed and delivered to the Administrative Agent. Notwithstanding the foregoing, no Control Agreement shall be required with respect to Securities Accounts or Commodity Accounts for which the amount in such accounts does not exceed $2 million in the aggregate for all such Securities Accounts and Commodity Accounts (collectively, “Excluded Securities Accounts” and, together with any Excluded Deposit Accounts, “Excluded Ac counts”). The Administrative Agent agrees with each Pledgor that the Administrative 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 Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the Secured Party Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account when an Event of Default has occurred and is continuing, such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property constituting Collateral to any person other than the Secured PartyAdministrative Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 10 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Administrative Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest, when required by Section 6.18 of the Credit Agreement, will be perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Administrative Agent 10 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Administrative Agent agrees with each Pledgor that the Administrative 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 Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Secured Party Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account when an Event (with a copy of Default has occurred and is continuing, such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset Financial Asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyAdministrative Agent.

Securities Accounts and Commodity Accounts. (ia) As of the date hereof, other than Excluded Accounts, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Each Pledgor shall on Assuming the due execution of the respective Securities Account Control Agreements or before Commodity Account Control Agreements (to the Closing Date or within extent possible after using commercially reasonable efforts), the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control, subject to Permitted Liens. No To the extent a Pledgor shall hereafter establish and maintain establishes or maintains any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall use commercially reasonable efforts to have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be, within the later of (i) sixty (60) days following the Issue Date with respect to such Securities Account or Commodity Account existing on the Issue Date or (ii) sixty (60) days after any such Securities Account or Commodity Account is established; provided, however, that such commercially reasonable efforts shall not require any Pledgor to make out-of-pocket expenditures (other than reasonable attorney’s fees and expenses, but specifically excluding the payment of any consideration or other compensation to any person). The Collateral Agent agrees with each Pledgor that 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 Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the Secured Party Collateral Agent, after the occurrence and during the continuation of an Event of Default, sends an instruction or notice to a Securities Intermediary or Commodity Intermediary (with a copy to the applicable Pledgor) exercising its Control over any Securities Account and Commodity Account when an Event of Default has occurred and is continuing, such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity AccountAccount as long as an Event of Default is continuing, and the Collateral Agent agrees that promptly after such Event of Default shall have ceased to exist in accordance with the terms of the Indenture or Additional Secured Agreement and the Issuer has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall deliver written notice to the Securities Intermediary or Commodity Intermediary rescinding the applicable instruction or notice, at which point the Pledgor’s right to give any instructions or orders with respect to such Securities Account or Commodity Account shall be reinstated. No Pledgor None of the preceding provisions of this Section 3.5(c) shall grant Control over apply to any Investment Property, other than Excluded Accounts, to any person other than the Secured Party.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 12 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Administrative Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Administrative Agent ten days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary (or such other or shorter notice as may be acceptable to the Administrative Agent, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Administrative Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall promptly deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control, except with respect to Investment Property with an aggregate value not exceeding $250,000 at any time. The Administrative Agent agrees with each Pledgor that the Administrative 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 Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the Secured Party Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account when an Event of Default has occurred and is continuing, such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyAdministrative Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 15 to the Perfection Certificate. Each The Applicable Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Securities Account Control Agreement or Commodity Account Control Agreement with the applicable Bank or financial institution with respect to each such Securities Account, Account (other than any Excluded Account) or Commodity Account (other than any Excluded Account) within 30 days of the Excluded Accounts, date hereof (or such longer period as may be agreed to ensure that by the Secured Party has a first priority security interest Administrative Agent in each such Securities Account perfected by Control, subject to Permitted Liensits discretion). No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, where such Securities Account or Commodity Account is maintained and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account (other than any Excluded Securities Account), as the case may bebe within 30 days after opening such account (or such longer period as may be agreed to by the Administrative Agent in its sole discretion). Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within 10 days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account. The Administrative Agent agrees with each Pledgor that once the Secured Party sends an instruction Administrative Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. The two immediately preceding sentences shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such which the Administrative Agent is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyAdministrative Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Administrative Agent has a first priority perfected security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control, subject Control (except with respect to Permitted Liensany Securities Account that is an Excluded Account). No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Administrative Agent ten (10) days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Administrative Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may bebe concurrently with the establishment of such Securities Account or Commodity Account. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Security Entitlements received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control or, if in the ordinary course of business, an Excluded Account. The Administrative Agent agrees with each Pledgor that once the Secured Party sends an instruction Administrative Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor shall not give any instructions or orders with respect to such Securities Account investment and Commodity Account includingwithdrawal rights, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Accountwould occur. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person Person other than the Secured PartyAdministrative Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 14 to the Perfection Certificate. Each Pledgor shall Except as set forth on or before Schedule 14 to the Closing Date or within Perfection Certificate, the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Collateral Agent 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. The provisions of this Section 3.4(c) shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such which the Collateral Agent is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate3.4(c) hereto. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be, within 30 Business Days of the establishment of such Securities Account or Commodity Account (or such longer period as may be agreed to by the Collateral Agent). Each The Collateral Agent agrees with each Pledgor agrees that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuing, continuing and the Collateral Agent has delivered prior written notice to the applicable Pledgor; provided that the Collateral Agent agrees to notify promptly the applicable Bank upon the cure or waiver of such Event of Default to permit the applicable Pledgor access to the Securities Account. The provisions of this Section 3.4(c) shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such which the Collateral Agent is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 14 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Collateral Agent 30 days' prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent's Control. The Collateral Agent agrees with each Pledgor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. The provisions of this Section 3.4(c) shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such which the Collateral Agent is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 14 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Administrative Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Administrative Agent 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Administrative Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Administrative Agent agrees with each Pledgor that once the Secured Party sends an instruction Administrative Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. The provisions of this Section 4.04(g) shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such which the Administrative Agent is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyAdministrative Agent.

Securities Accounts and Commodity Accounts. (ia) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Each Pledgor shall on or before Within forty-five (45) days after the Closing Date (or within such longer period of time as agreed by the time period expressly permitted under Administrative Agent in its sole discretion), the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party has Administrative Agent will have a first priority security interest in each such Securities Account and Commodity Account, which security interest will be, in the case of Securities Accounts, upon the execution and delivery of a Securities Account Control Agreement with respect thereto, perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. At any time such requirements apply, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any Entitlement Orders or instructions or directions to any Borrower 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 Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the Secured Party Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account when an Event of Default has occurred and is continuing, such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyAdministrative Agent. As between the Administrative Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 10 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The First Lien Administrative Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest, when required by Section 6.18 of the First Lien Credit Agreement, will be perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party First Lien Administrative Agent 10 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the First Lien Administrative Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to First Lien Administrative Agent’s Control. The First Lien Administrative Agent agrees with each Pledgor that the First Lien Administrative 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 Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur, and notice shall have been given by the First Lien Administrative Agent to the Borrower of its intent to exercise such rights. Each Pledgor agrees that once the Secured Party First Lien Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account when an Event (with a copy of Default has occurred and is continuing, such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset Financial Asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyFirst Lien Administrative Agent and the Second Lien Administrative Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 14 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Collateral Agent has a first priority perfected security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control, subject Control (except with respect to Permitted Liensany Securities Account that is an Excluded Account). No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Collateral Agent 10 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account (except with respect to any Securities Account that is an Excluded Account) or Commodity Account, as the case may bebe within 15 days of the establishment of such Securities Account or Commodity Account (or such longer period of time as the Collateral Agent may agree to in writing). Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within two (2) Business Days of actual receipt thereof, deposit any and all cash and Security Entitlements received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control or, if in the ordinary course of business, an Excluded Account. The Collateral Agent agrees with each Pledgor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. The provisions of this Section 3.4(c) shall not give apply to any instructions or orders with respect Financial Assets credited to such a Term Collateral Account for which the Collateral Agent is the Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person Person other than the Secured PartyRevolving Administrative Agent, First Lien Collateral Agent and the Collateral Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, hereof each Grantor has no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to V and the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party Collateral Agent has a perfected first priority security interest in each such Securities Account perfected Accounts and Commodity Accounts by Control, subject to Permitted Liens. No Pledgor Grantor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it the applicable Grantor shall have given the Secured Party Collateral Agent 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor Grantor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor Grantor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property (other than any Investment Property pledged pursuant to Section 3.02 received by it) into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Grantor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Grantor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. No Grantor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of grant control over any Investment Property or financial asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, to any person other than the Secured PartyCollateral Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 3(f) to the Perfection Certificate. Each Pledgor shall on or before hereby grants the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party has Collateral Agent a first priority security interest in each such Securities Account and Commodity Account, which security interest is or will be perfected by Control, subject to Permitted LiensControl no later than 40 days from after the Closing Date. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given give the Secured Party prior Collateral Agent prompt written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary Intermediary, and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed execute and delivered deliver a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be within 60 days of the establishment of such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor shall not give any instructions or orders with respect to such Securities Account investment and Commodity Account includingwithdrawal rights, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Accountwould occur. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent unless otherwise permitted by the Collateral Agent. The Collateral Agent shall have no obligation to execute and deliver any Control Agreement that imposes any indemnity or other obligation on the Collateral Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, hereof each Grantor has no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to V and the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party Collateral Agent has a perfected first priority security interest in each such Securities Account perfected Accounts and Commodity Accounts by Control, subject to Permitted Liens. No Pledgor Grantor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1unless(1) it the applicable Grantor shall have given the Secured Party Collateral Agent 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor Grantor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor Grantor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property (other than any Investment Property pledged pursuant to Section 3.02 received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Grantor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Grantor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. No Grantor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of grant control over any Investment Property or financial asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, to any person other than the Secured PartyCollateral Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 14 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Collateral Agent has a first priority perfected security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control, subject Control (except with respect to Permitted Liensany Securities Account that is an Excluded Account). No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Collateral Agent 10 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account (except with respect to any Securities Account that is an Excluded Account) or Commodity Account, as the case may bebe within 15 days of the establishment of such Securities Account or Commodity Account (or such longer period of time as the Collateral Agent may agree to in writing). Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within two (2) Business Days of actual receipt thereof, deposit any and all cash and Security Entitlements received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control or, if in the ordinary course of business, an Excluded Account. The Collateral Agent agrees with each Pledgor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. The provisions of this Section 3.4(c) shall not give apply to any instructions or orders with respect Financial Assets credited to such a Term Collateral Account for which the Collateral Agent is the Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person Person other than the Secured PartyRevolving Administrative Agent, Second Lien Collateral Agent and the Collateral Agent.

Securities Accounts and Commodity Accounts. (i) As Each Pledgor hereby represents and warrants that (1) as of the date hereof, no Pledgor it has neither opened nor maintains any Securities Accounts or Commodity Accounts in which the amount and/or fair market value, individually or in the aggregate, of the financial assets and/or commodity contracts, as the case may be, held from time to time in all such accounts does not exceed $1,000,000, other than those listed in on Schedule 13 15(b) to the Perfection Certificate. Each Pledgor shall on , (2) upon the execution and delivery of Securities Account Control Agreements or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Commodity Account Control Agreement Agreements with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party has a first priority security interest in each such Securities Account perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) listed on Schedule 15(b) to the Perfection Certificate (the “Initial Securities Accounts” and the “Initial Commodity Accounts,” respectively), the Collateral Agent shall have a valid, enforceable, perfected security interest subject to no Liens other than Permitted Liens in such Securities Accounts and Commodity Accounts by Control, and (3) as of the date hereof, it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed on Schedule 15(b) to the Perfection Certificate or in respect of which the Collateral Agent has Control. If any Pledgor shall at any time hold or acquire any certificated securities constituting Investment Property and having a fair market value, individually or in the aggregate, in excess of $1,000,000, such Pledgor shall promptly (and in any event within 10 Business Days of acquiring such security) (a) 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 (or if and so long as a Senior Credit Facility is in effect, similar to that provided to the Senior Credit Facility Agent) or (b) deliver such securities into a Securities Account (other than an Excluded Account) with respect to which a Control Agreement is in effect in favor of the Collateral Agent. If any securities now or hereafter acquired by any Pledgor constituting Investment Property and having a fair market value, individually or in the aggregate, in excess of $1,000,000 are uncertificated and are issued to such Pledgor or its nominee directly by the issuer thereof, such Pledgor shall promptly (and in any event within five Business Days of acquiring such security) notify the Collateral Agent thereof and pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent (or if and so long as a Senior Credit Facility is in effect, similar to that provided to the Senior Credit Facility Agent) either (a) cause the issuer to agree to comply with Entitlement Orders or other instructions from the Collateral Agent as to such securities, without further consent of any Pledgor or such nominee, (b) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account (other than an Excluded Account) with respect to which the Collateral Agent has Control or (c) arrange for the Collateral Agent to become the registered owner of the securities. The Pledgors shall not maintain any Initial Securities Account or Initial Commodities Account or hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1other than an Excluded Account) it such Pledgor shall have given duly executed and delivered (to the Secured Party prior written notice of its intention extent the other parties to establish the applicable Control Agreement are willing to execute and deliver such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary agreement), and (2) such used commercially reasonable efforts to cause the Securities Intermediary or Commodity Intermediary, as the case may be, to duly execute and such Pledgor shall have duly executed and delivered deliver, a Control Agreement with respect to such Securities Account or Commodity Account, as the case may bebe within (i) in the case of an Initial Securities Account or Initial Commodities Account, 60 days from the date hereof and (ii) in the case of any such other Securities Account or Commodity Account, 30 days from the date of its establishment. Each Pledgor agrees that once the Secured Party sends an instruction The Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. The provisions of this Section 3.4(c) shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such which the Collateral Agent is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Property (including any Excluded Accounts, Account) to any person other than (x) the Secured PartyCollateral Agent or (y) subject to the Intercreditor Agreement, the Senior Credit Facility Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 15 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Agent has a first priority security interest in each such Securities Account and Commodity Account (other than Excluded Accounts), which security interest is perfected by Control, subject other than the Jefferies, Imperial Capital and Xxxxx Fargo Securities (account number XXXX5142) Securities Accounts noted on Schedule 15 to Permitted Liensthe Perfection Certificate. No The Borrower hereby agrees to terminate the Jefferies and Imperial Capital Securities Accounts noted on such schedule within 10 Business Days after the Closing Date, and if such Securities Accounts are not terminated by such time, Borrower shall cause to be executed Securities Account Control Agreements in favor of the Agent within 30 days of the Closing Date. The Borrower hereby represents and warrants that there are no funds or other assets in the Xxxxx Fargo Securities (account number XXXX5142) Securities Account as of the Closing Date and that no funds or other assets shall be put into such Securities Account unless the Borrower enters into a Securities Account Control Agreement with Xxxxx Fargo Securities and the Agent, which the Borrower agrees to use commercially reasonable efforts to do within 10 Business Days of the Closing Date. Furthermore, no Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party unless, prior written notice of its intention to establish crediting any Investment Property in such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) Commodities Account, such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor agrees that once shall accept any cash and Investment Property in trust for the Secured Party sends an instruction benefit of the Agent and immediately deposit any and all cash and Investment Property received by it into a Deposit Account or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account when an Event of Default has occurred and is continuing, such Pledgor shall not give any instructions or orders with respect subject to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity AccountAgent’s Control. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyAgent. Each Pledgor shall not open, and shall ensure that none of its Subsidiaries open, any new Securities Account or Commodity Account without the written consent of the Agent.

Securities Accounts and Commodity Accounts. (i) As Each Pledgor hereby represents and warrants that (1) as of the date hereof, no Pledgor it has neither opened nor maintains any Securities Accounts or Commodity Accounts other than those listed in on Schedule 13 10 to the Perfection Certificate. Each , (2) within 75 days following the date hereof, each applicable Pledgor and the relevant Securities Intermediary or Commodity Intermediary shall on or before the Closing Date or within the time period expressly permitted under the Loan have used commercially reasonable efforts to execute and deliver a Securities Account Control Agreement or other Loan Documents enter into a Commodity Account Control Agreement with respect to Agreement, as applicable, for each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party has a first priority security interest in each such Securities Account perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) listed on Schedule 10 to the Perfection Certificate, or the Pledgors have closed such accounts, (3) the Collateral Agent has a valid, enforceable, perfected security interest (subject to Permitted Liens) in such Securities Accounts and Commodity Accounts (which perfected security interest also shall be by Control as required pursuant to clause (2) above) except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, and (4) it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed on Schedule 10 to the Perfection Certificate or in respect of which the Collateral Agent has Control, except as otherwise permitted in this Agreement. If any Pledgor shall at any time hold or acquire any certificated securities constituting Investment Property (other than Excluded Assets) and having a fair market value of $250,000 or more individually or $500,000 in the aggregate, such Pledgor shall promptly (and in any event within 30 days of acquiring such security) (a) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank or (b) deliver such securities into a Securities Account with respect to which a Control Agreement is in effect in favor of the Collateral Agent. If any securities now or hereafter acquired by any Pledgor constituting Investment Property (other than Excluded Assets) and having a fair market value of $250,000 or more individually or $500,000 in the aggregate are uncertificated and are issued to such Pledgor or its nominee directly by the issuer thereof, such Pledgor shall, if necessary to perfect a security interest (subject to Permitted Liens), promptly (and in any event within 30 days of acquiring such security) notify the Collateral Agent thereof and pursuant to an agreement either (a) cause the issuer to agree to comply with Entitlement Orders or other instructions from the Collateral Agent as to such securities, without further consent of any Pledgor or such nominee, (b) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account (other than an Excluded Account) with respect to which the Collateral Agent has Control or (c) arrange for the Collateral Agent to become the registered owner of the securities. The Pledgors shall not hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may bebe (or an amendment to an existing Control Agreement) with respect to such Securities Account or Commodity Account, in each case, to the extent an existing Control Agreement does not already cover such Securities Account or Commodity Account, within 75 days following the date of opening such Securities Account or Commodity Account. Each Pledgor agrees that once The Collateral Agent shall not give any Entitlement Orders or instructions or directions (or, in the Secured Party sends an instruction or notice to a case of Securities Accounts and Commodities Accounts for which the Collateral Agent is the Securities Intermediary or Commodity Intermediary, take similar internal administrative action) to any issuer of uncertificated securities, Securities Intermediary exercising or Commodity Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuing. Except to the extent set forth in the immediately preceding sentence, such Pledgor the provisions of this Section 3.4(c) shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such which the Collateral Agent is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person Person other than the Secured PartyFirst Priority Collateral Agent or, subject to the terms of the Intercreditor Agreement if in effect, the Collateral Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 14 to the Perfection Certificate. Each Pledgor shall on or before The Collateral Agent will have within 90 days of the Closing Date or within such longer period of time as may be agreed by the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party has Collateral Agent a first priority security interest (subject to Permitted Collateral Liens) in each such Securities Account and Commodity Account, which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than an Excluded AccountsAccount) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Collateral Agent 5 Business Days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. The provisions of this Section 3.4(c) shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such which the Collateral Agent is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent.

Securities Accounts and Commodity Accounts. (iSchedule 3.4(c) As hereto lists each Securities Account and Commodities Account of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection CertificatePledgors. Each Pledgor shall on enter into and cause the applicable Securities Intermediary or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents Commodity Intermediary to enter into a Control Agreement with the Administrative Agent with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party has a first priority security interest in each such Securities Account perfected by Control, subject to Permitted Liensor Commodity Account listed on Schedule 3.4(c). No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity AccountAccount within 15 Business Days of establishing such Securities Account or Commodity Account (or such longer period as the Administrative Agent may agree in its reasonable discretion), as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within three (3) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control except for such cash as may be held in Exempt Deposit Accounts in accordance with the terms of this Agreement. The Administrative Agent agrees with each Pledgor that once the Secured Party sends an instruction Administrative Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor shall not give any instructions investment and withdrawal rights, would occur, or orders with respect unless otherwise permitted pursuant to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Accountthe Credit Agreement. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyAdministrative Agent and, subject to the terms of the Intercreditor Agreement, the Revolver Agent. As between the Administrative Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Second Lien Collateral Agent has a first priority security interest (subject only to Permitted Liens) in each such Securities Account and Commodity Account, which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Second Lien Collateral Agent five Business Days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Second Lien Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. The Second Lien Collateral Agent agrees with each Pledgor that the Second Lien 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 investment, withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the Secured Party Second Lien Collateral Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its exclusive Control over any Securities Account and Commodity Account when an Event of Default has occurred and is continuing, such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person Person other than the Secured PartySecond Lien Collateral Agent and, subject to the terms of the Intercreditor Agreement, the First Lien Collateral Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party The Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest shall promptly be perfected by Control, subject to Permitted LiensControl but in any event within 180 days of the date hereof. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given give the Secured Party prior Collateral Agent prompt written notice of its intention to establish that such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary has been established and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor and the Collateral Agent shall within sixty (60) days of the date of the acquisition of such Securities Account or Commodity Account have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and shall promptly deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that once the Secured Party sends an instruction Collateral Agent shall not give any Entitlement Orders or notice instructions or directions to a any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary exercising Intermediary, and shall not withhold its Control over consent to the exercise of any Securities Account and Commodity Account when withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such Pledgor investment and withdrawal rights, would occur. The provisions of this Section 3.4(c) shall not give apply to any instructions or orders with respect Financial Assets credited to such a Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such which the Collateral Agent is the Securities Account or Commodity AccountIntermediary. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent.

Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor Debtor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Each Pledgor shall on or before Except as otherwise permitted by the Closing Date or within Credit Agreement, the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party Col- lateral Agent has a first priority security interest in each such Securities Account and Commodity Account (other than an Excluded Account), which security interest is perfected by Control, subject to Permitted Liens. No Pledgor Debtor shall hereafter establish and maintain any Securities Account or Commodity Account (other than an Excluded AccountsAccount) with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Secured Party Collateral Agent 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (3) such Securities Intermediary or Com- modity Intermediary, as the case may be, and such Pledgor Debtor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor Debtor shall accept any cash and Investment Property that constitutes Collateral in trust for the benefit of the Collateral Agent. The Collateral Agent agrees with each Debtor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any is- xxxx 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 Debtor, un- less an Event of Default has occurred and is continuing or, after giving effect to any such invest- ment and withdrawal rights, would occur. Each Debtor agrees that once the Secured Party Collateral Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account when an Event of Default has occurred and is continuing, such Pledgor Debtor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account. No Pledgor Debtor shall grant Control over any Investment Property, other than Excluded Accounts, Property to any person other than the Secured PartyCollateral Agent and the trustee or agent for the holders of Subordinated Notes.

Securities Accounts and Commodity Accounts. (i1) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Each Pledgor Upon execution and delivery of the Securities Account Control Agreements and Commodity Account Control Agreements pursuant to Schedule 6.20 of the Credit Agreement, the Administrative Agent shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into have a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary (other than an Excluded Securities Account) unless (1) it shall have given the Secured Party prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may bebe shall have been executed and delivered to the Administrative Agent. Notwithstanding the foregoing, no Control Agreement shall be required with respect to Securities Accounts or Commodity Accounts for which the amount in such accounts does not exceed $2 million in the aggregate for all such Securities Accounts and Commodity Accounts (collectively, “Excluded Securities Accounts” and, together with any Excluded Deposit Accounts, “Excluded Accounts”). The Administrative Agent agrees with each Pledgor that the Administrative 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 Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the Secured Party Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account when an Event of Default has occurred and is continuing, such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property, other than Excluded Accounts, Property constituting Collateral to any person other than the Secured PartyAdministrative Agent.