Common use of Securities Accounts; Deposit Accounts Clause in Contracts

Securities Accounts; Deposit Accounts. (a) With respect to any Securities Account other than Exempt Accounts maintained by any Grantor, such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, cause such securities intermediary to enter into an agreement in form and substance satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and (b) with respect to any Deposit Account other than Exempt Accounts maintained by any Grantor, such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. (c) The Administrative Agent agrees that it will only communicate “entitlement orders” with respect to the Deposit Accounts and Securities Accounts of the Grantors after the occurrence and during the continuance of an Event of Default. (d) Such Grantor shall give the Administrative Agent immediate notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor with respect to any Investment Property held by such Grantor. (e) Notwithstanding the foregoing, Grantors shall not be required to enter into an account control or similar agreement for Exempt Accounts.

Securities Accounts; Deposit Accounts. (a) With respect to any Securities Account other than Exempt Accounts maintained by any GrantorAccount, such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, cause such securities intermediary to enter into an agreement in form and substance satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and (b) with respect to any Deposit Account other than Exempt Accounts maintained by any GrantorAccount, such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. (c) The Administrative Agent agrees that it will only communicate “entitlement orders” with respect to the Deposit Accounts and Securities Accounts of the Grantors after the occurrence and during the continuance of an Event of Default. (d) Such Grantor shall give the Administrative Agent immediate notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor with respect to any Investment Property held by such Grantor. (e) Notwithstanding the foregoing, Grantors shall not be required to enter into an account control or similar agreement for Exempt Accounts.

Securities Accounts; Deposit Accounts. (a) With respect to any Securities Account other than Exempt Accounts maintained by any Grantor, such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, cause such securities intermediary to enter into an agreement in form and substance satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and (b) with respect to any Deposit Account other than Exempt Accounts maintained by any Grantor, other than a Deposit Account exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of such Grantor’s employees and identified to the Administrative Agent as such, such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. (c) The Administrative Agent agrees that it will only communicate “entitlement orders” with respect to the Deposit Accounts and Securities Accounts of the Grantors after the occurrence and during the continuance of an Event of Default. (d) Such Grantor shall give the Administrative Agent immediate prompt notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor with respect to any Investment Property held by such Grantor. (e) Notwithstanding the foregoing, Grantors shall not be required to enter into an account control or similar agreement for Exempt Accounts.

Securities Accounts; Deposit Accounts. (a) With respect to any Securities Account (other than Exempt Accounts maintained by any GrantorExcluded Account), such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, cause such securities intermediary to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and (b) with respect to any Deposit Account (other than Exempt Accounts maintained by any GrantorExcluded Account), such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. (c) The Administrative Agent agrees that it will only communicate “entitlement orders” with respect to the Deposit Accounts and Securities Accounts (other than Excluded Accounts) of the Grantors after the occurrence and during the continuance of an Event of Default. (d) Such Grantor shall give the Administrative Agent immediate prompt notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor with respect to any Investment Property held by such Grantor. (e) Notwithstanding the foregoing, Grantors shall not be required to enter into an account control or similar agreement for Exempt Accounts.

Securities Accounts; Deposit Accounts. (a) With Subject to Section 3.3(h), with respect to any Securities Account (other than Exempt Accounts maintained by any Grantoran Excluded Account), such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, cause such securities intermediary to enter into an agreement in form and substance satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and (b) Subject to Section 3.3(h), with respect to any Deposit Account (other than Exempt Accounts maintained by any Grantoran Excluded Account), such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. (c) The Administrative Agent agrees that it will only communicate “entitlement orders” with respect to the Deposit Accounts and Securities Accounts of the Grantors after the occurrence and during the continuance of an Event of Default. (d) Such Grantor shall give the Administrative Agent immediate notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor with respect to any Investment Property held by such GrantorGrantor (other than an Excluded Account or any account located outside of the United States). (e) Notwithstanding the foregoing, Grantors shall not be required to enter into an account control or similar agreement for Exempt Accounts.

Securities Accounts; Deposit Accounts. (a) With respect to any Securities Account other than Exempt Accounts maintained by any Grantorthat is not an Excluded Account, such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, cause such securities intermediary to enter into an agreement in form and substance satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and (b) with respect to any Deposit Account other than Exempt Accounts maintained by any Grantorthat is not an Excluded Account, such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 9104 of the UCC) over such Deposit Account. (c) The Administrative Agent agrees that it will only communicate “entitlement orders” or “notices of exclusive control” or similar instructions with respect to the Deposit Accounts and Securities Accounts of the Grantors after the occurrence and during the continuance of an Event of Default. (d) Such Grantor shall give the Administrative Agent immediate notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor (in each case, that is not an Excluded Account) with respect to any Investment Property held by such Grantor. (e) Notwithstanding the foregoing, Grantors shall not be required to enter into an account control or similar agreement for Exempt Accounts.

Securities Accounts; Deposit Accounts. (a) With respect to any Securities Account other than Exempt Accounts maintained by any GrantorAccount, such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, cause such securities intermediary to enter into an agreement a Securities Account Control Agreement in form and substance reasonably satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and (b) with respect to any Deposit Account other than Exempt Accounts maintained by any GrantorAccount, such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into an agreement a Deposit Account Control Agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 9104 of the UCC) over such Deposit Account. (c) The Administrative Agent agrees that it will only communicate “entitlement orders” with respect to the Deposit Accounts and Securities Accounts of the Grantors after the occurrence and during the continuance of an Event of Default. (d) Such Grantor shall give the Administrative Agent immediate notice of the establishment of any new Deposit Account Account, and of any new Securities Account established by such Grantor with respect to any Investment Property held by such Grantor. (e) Notwithstanding the foregoing, Grantors shall not be required to enter into an account control or similar agreement for Exempt Accounts.

Securities Accounts; Deposit Accounts. (a) With respect to any Securities Account other than Exempt Accounts maintained by any GrantorAccount, such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, cause such securities intermediary to enter into an agreement in form and substance satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and (b) with respect to any Deposit Account (other than Exempt Accounts maintained any Excluded Account or as otherwise agreed by any Grantorthe Administrative Agent), such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 9104 of the UCC) over such Deposit Account. (c) The Administrative Agent agrees that it will only communicate “entitlement orders” or “notices of exclusive control” with respect to the Deposit Accounts and Securities Accounts of the Grantors after the occurrence and during the continuance of an Event of Default. (d) Such Concurrently with delivery of each Compliance Certificate required by Section 6.2 of the Credit Agreement, such Grantor shall give the Administrative Agent immediate notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor with respect to any Investment Property held by such Grantor. (e) Notwithstanding the foregoing, Grantors shall not be required to enter into an account control or similar agreement for Exempt Accounts.

Securities Accounts; Deposit Accounts. (a) With respect to any Securities Account other than Exempt Accounts maintained by any GrantorAccount, such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, cause such securities intermediary to enter into an agreement in form and substance satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and (b) and with respect to any Deposit Account other than Exempt Accounts maintained by any GrantorAccount, such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 9104 of the UCC) over such Deposit Account. (c) . The Administrative Agent agrees that it will only communicate “entitlement orders” or “notices of exclusive control” with respect to the Deposit Accounts and Securities Accounts of the Grantors after the occurrence and during the continuance of an Event of Default. (d) . Such Grantor shall give the Administrative Agent immediate notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor with respect to any Investment Property held by such Grantor. (e) Notwithstanding the foregoing, Grantors shall not be required to enter into an account control or similar agreement for Exempt Accounts.

Securities Accounts; Deposit Accounts. Except to the extent permitted under Section 6.10 of the Credit Agreement and subject to the time frames set forth therein: (a) With respect to any Securities Account other than Exempt Accounts maintained by any GrantorAccount, such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, cause such securities intermediary to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and (b) with respect to any Deposit Account other than Exempt Accounts maintained by any GrantorAccount, such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 9104 of the UCC) over such Deposit Account. (c) The Administrative Agent agrees that it will only communicate “entitlement orders” with respect to the Deposit Accounts and Securities Accounts of the Grantors after the occurrence and during the continuance of an Event of Default. (d) Such Grantor shall give the Administrative Agent immediate notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor with respect to any Investment Property held by such Grantor. (e) Notwithstanding the foregoing, Grantors shall not be required to enter into an account control or similar agreement for Exempt Accounts.

Securities Accounts; Deposit Accounts. (a) With respect to any Securities Account other than Exempt Accounts maintained by any Grantoran Excluded Account or an Encumbered Account, such Grantor shall shall, subject to the Post-Closing Agreement, cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, cause such securities intermediary to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent Lender with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative AgentLender’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; andLender. (b) with With respect to any Deposit Account other than Exempt Accounts maintained by any Grantoran Excluded Account or an Encumbered Account, such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent Lender pursuant to which such depositary institution shall agree to comply with Lender’s instructions directing disposition of the Administrative Agent shall be granted “control” (within the meaning of funds in such Deposit Account without further consent by such Grantor in accordance with Section 9-104 9104 of the UCC) over such Deposit Account. (c) The Administrative Agent Lender agrees that it will only communicate instructions or “entitlement orders” with respect to the Deposit Accounts and Securities Accounts of the Grantors after the occurrence and during the continuance of an Event of Default. (d) Such Grantor shall give the Administrative Agent immediate provide Lender 5 days prior written notice of the establishment of before establishing any new Deposit Account and of any new Securities Account established by such Grantor with respect to any Investment Property held by such Grantor. (e) Notwithstanding the foregoing, Grantors shall not be required to enter into an account control or similar agreement for Exempt Accounts.

Securities Accounts; Deposit Accounts. (a) With respect to any Securities Account (other than Exempt Accounts maintained by any GrantorExcluded Accounts), such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, cause such securities intermediary to enter into an agreement in form and substance satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and (b) with respect to any Deposit Account (other than Exempt Accounts maintained by any GrantorExcluded Accounts), such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. (c) The Administrative Agent agrees that it will only communicate “entitlement orders” with respect to the Deposit Accounts and Securities Accounts (in each case other than Excluded Accounts) of the Grantors after the occurrence and during the continuance of an Event of Default. (d) Such Grantor shall give the Administrative Agent immediate notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor with respect to any Investment Property held by such Grantor. (e) Notwithstanding the foregoing, Grantors shall not be required to enter into an account control or similar agreement for Exempt Accounts.

Securities Accounts; Deposit Accounts. (a) With respect to any Securities Account other than Exempt Accounts maintained by any Grantoran Excluded Account or an Encumbered Account, such Grantor shall shall, subject to the Post-Closing Agreement, cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, cause such securities intermediary to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and. (b) with With respect to any Deposit Account other than Exempt Accounts maintained by any Grantoran Excluded Account or an Encumbered Account, such Grantor shall shall, subject to the Post-Closing Agreement enter into and shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which such depositary institution shall agree to comply with the Administrative Agent shall be granted “control” (within Agent’s instructions directing disposition of the meaning of funds in such Deposit Account without further consent by such Grantor in accordance with Section 9-104 9104 of the UCC) over such Deposit Account. (c) The Administrative Agent agrees that it will only communicate instructions or “entitlement orders” with respect to the Deposit Accounts and Securities Accounts of the Grantors after the occurrence and during the continuance of an Event of Default. (d) Such Grantor shall give the Administrative Agent immediate notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor with respect to any Investment Property held by such Grantor. (e) Notwithstanding the foregoing, Grantors shall not be required to enter into an account control or similar agreement for Exempt Accounts.

Securities Accounts; Deposit Accounts. (a) With respect to any Securities Account other than Exempt Accounts maintained by any GrantorAccount, such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, cause such securities intermediary to enter into an agreement in form and substance satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and (b) with With respect to any Deposit Account (other than Exempt Accounts maintained by any Grantorthe Excluded Accounts), such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. (c) The Administrative Agent agrees that it will only communicate “entitlement orders” with respect to the Deposit Accounts and Securities Accounts of the Grantors after the occurrence and during the continuance of an Event of Default. (d) Such Grantor shall give the Administrative Agent immediate notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor with respect to any Investment Property held by such Grantor. (e) Notwithstanding the foregoing, Grantors shall not be required to enter into an account control or similar agreement for Exempt Accounts.

Securities Accounts; Deposit Accounts. (a) With respect to any Securities Account other than Exempt Accounts maintained by any Grantorthat is not an Excluded Account, such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, cause such securities intermediary to enter into an agreement in form and substance satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and (b) with respect to any Deposit Account (other than Exempt the Excluded Accounts and, unless otherwise requested by the Administrative Agent in its reasonable discretion, Deposit Accounts maintained by any Grantorthe Administrative Agent), such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. (c) The Administrative Agent agrees that it will only communicate “entitlement orders” or “notices of exclusive control” or similar instructions with respect to the Deposit Accounts and Securities Accounts of the Grantors after the occurrence and during the continuance of an Event of Default. (d) Such Grantor shall give the Administrative Agent immediate notice of the establishment of any new Deposit Account and of any new Securities Account Account, and whether such account is an Excluded Account, established by such Grantor Grantor, and shall (other than with respect to any Investment Property held by new Excluded Account) comply with the requirements of Sections 5.7(a) and (b) with respect to such Grantornew Deposit Account or Securities Account. (e) Notwithstanding the foregoing, Grantors shall not be required to enter into an account control or similar agreement for Exempt Accounts.

Securities Accounts; Deposit Accounts. (a) With respect to any Securities Account other than Exempt Accounts maintained by any GrantorAccount, such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, promptly cause such securities intermediary to enter into an agreement in form and substance satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and (b) with respect to any Deposit Account other than Exempt Accounts maintained by any GrantorAccount, such Grantor shall enter into and shall promptly cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. (c) The Administrative Agent agrees that it will only not communicate “entitlement orders” with respect to the Deposit Accounts and Securities Accounts of the Grantors after the occurrence and during the continuance of an Event of Defaulta Streamline Period. (d) Such Grantor shall give the Administrative Agent immediate notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor with respect to any Investment Property held by such Grantor. (e) Notwithstanding the foregoing, Grantors shall not be required to enter into an account control or similar agreement for Exempt Accounts.

Securities Accounts; Deposit Accounts. (a) With respect to any Securities Account other than Exempt Accounts maintained by any GrantorAccount, such Grantor shall (i) cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, (ii) cause such securities intermediary to enter into an agreement in form and substance satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and (b) with respect to any Deposit Account other than Exempt Accounts maintained by any GrantorAccount, such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 9104 of the UCC) over such Deposit Account. (c) The Administrative Agent agrees that it will only communicate “entitlement orders” or “notices of exclusive control” or similar instructions with respect to the Deposit Accounts and Securities Accounts of the Grantors after the occurrence and during the continuance of an Event of Default. (d) Such Grantor shall give the Administrative Agent immediate notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor with respect Grantor. For the avoidance of doubt, this Section 5.7 shall not apply to any Investment Property held by such Grantor. (e) Notwithstanding the foregoing, Grantors shall not be required to enter into an account control or similar agreement for Exempt Excluded Accounts.

Securities Accounts; Deposit Accounts. (a) With respect to any Securities Account other than Exempt Accounts maintained by any GrantorAccount, such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, cause such securities intermediary to enter into an agreement in form and substance satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and (b) with respect to any Deposit Account (other than Exempt Accounts maintained by any Grantoran Excluded Account), such Grantor shall shall, subject to Section 6.10 of the Credit Agreement, enter into and shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 9104 of the UCC) over such Deposit Account. (c) The Administrative Agent agrees that it will only communicate “entitlement orders” with respect to the Deposit Accounts and Securities Accounts of the Grantors after the occurrence and during the continuance of an Event of Default. (d) Such Grantor shall give the Administrative Agent immediate prompt notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor with respect to any Investment Property held by such Grantor. (e) Notwithstanding the foregoing, Grantors shall not be required to enter into an account control or similar agreement for Exempt Accounts.

Securities Accounts; Deposit Accounts. (a) With respect to any Securities Account other than Exempt Accounts maintained by any GrantorAccount, such Grantor shall cause any applicable securities intermediary maintaining such Securities Account to show on its books that the Administrative Agent is the entitlement holder with respect to such Securities Account, and, if requested by the Administrative Agent, cause such securities intermediary to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent with respect to such Securities Account pursuant to which such securities intermediary shall agree to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor, as requested by the Administrative Agent; and (b) with With respect to any Deposit Account (other than Exempt Accounts maintained by any Grantorthe Excluded Accounts), such Grantor shall enter into and shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the Administrative Agent shall be granted “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. (c) The Administrative Agent agrees that it will only communicate “entitlement orders” with respect to the Deposit Accounts and Securities Accounts of the Grantors after the occurrence and during the continuance of an Event of Default. (d) Such Grantor shall give the Administrative Agent immediate notice of the establishment of any new Deposit Account and of any new Securities Account established by such Grantor with respect to any Investment Property held by such Grantor. (e) Notwithstanding the foregoing, Grantors shall not be required to enter into an account control or similar agreement for Exempt Accounts.