Common use of Control Requirements Clause in Contracts

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral of such Grantor. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any such Commodity Account or Commodity Contract, such Control shall be accomplished by the applicable Grantor in the manner reasonably acceptable to the Collateral Agent.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of such Grantorthe Credit Agreement or to Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 in the aggregate. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Account Accounts or Commodity Contract, such Contracts each Grantor shall cause Control shall be accomplished by in favor of the applicable Grantor Collateral Agent in the a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $1,000,000 in the aggregate.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral of Agent has Control thereof; provided, however, that such Grantor. With respect Control requirement shall not apply to any such Deposit AccountAccounts, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than $4,000,000 individually or $12,000,000 in the form aggregate; provided, further, that the foregoing requirements shall not apply to those non-U.S. jurisdictions in which the Collateral Agent determines, in its reasonable discretion, that the costs of Exhibit E hereto (or obtaining such other agreement a security interest are excessive in form and substance reasonably satisfactory relation to the Collateral Agent), pursuant value of the security to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Personbe afforded thereby. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such GrantorGrantor during the occurrence and continuance of an Event of Default. With respect to any such Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor during the occurrence and continuance of an Event of Default. With respect to any such Commodity Account Accounts or Commodity Contract, such Contracts each Grantor shall cause Control shall be accomplished by in favor of the applicable Grantor Collateral Agent in the a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest) with a value exceeding $4,000,000 individually or $12,000,000 in the aggregate, Grantor shall promptly use commercially reasonable efforts to obtain the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $4,000,000 individually or $12,000,000 in the aggregate.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of such Grantorless than, or having funds or other assets credited thereto with a value of less than, $100,000 individually or $500,000 in the aggregate. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor Grantor(s) causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s). With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any such Commodity Account Accounts or Commodity Contract, such Contracts each Grantor shall cause Control shall be accomplished by in favor of the applicable Grantor Collateral Agent (subject to the terms of the Intercreditor Agreement). (b) With respect to any Uncertificated Security included in the manner reasonably acceptable Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent or the First Lien Collateral Agent, as applicable, in accordance with the Intercreditor Agreement, as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto, pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement) with respect to such Uncertificated Security without further consent by such Grantor; provided that the Collateral Agent shall not issue any instructions except during the continuance of an Event of Default. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), each Grantor shall ensure that Collateral Agent has Control thereof (subject to the terms of the Intercreditor Agreement) by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral AgentAgent (subject to the terms of the Intercreditor Agreement). (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $100,000 individually or $500,000 in the aggregate (subject to the terms of the Intercreditor Agreement). (e) Notwithstanding the foregoing, the Collateral Agent shall not give any instructions directing the disposition of funds or securities from time to time credited to any Deposit Accounts or Securities Accounts or withhold any rights from such Grantor with respect to funds from time to time credited to any Deposit Account or any securities held in any Securities Accounts unless, subject to and in accordance with the terms of the Intercreditor Agreement, an Event of Default or an event of default under any Additional Parity Lien Facility has occurred and is continuing.

Control Requirements. (a) Each With respect to any Securities Accounts and Security Entitlements included in the Collateral and with a value in excess of $500,000, whether certificated or uncertificated, or other Investment Related Property that constitutes Collateral and has a value in excess of $500,000, now or hereafter acquired by the Grantors, is held by any Grantor or its nominee through a Securities Intermediary, the Grantors shall ensure that the Collateral Agent or its designee has Control of all Deposit Accounts thereof on the Closing Date or, after the Closing Date, promptly (other than Excluded Accountsand in any event within ten (10) Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) notify the Collateral Agent thereof, and the Grantors shall use commercially reasonable efforts to, within thirty (30) days (or such longer period as Collateral Agent shall approve), pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such Securities Accounts Intermediary to agree to comply, in each case without further consent of the Grantors or such nominee, at any time with Entitlement Orders or other instructions from the Collateral Agent to such Securities Intermediary as to such securities or other Investment Related Property as directed by the Collateral Agent, or (ii) in the case of financial assets or other than Excluded AccountsInvestment Related Property held through a Securities Intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Related Property, with the Grantors or any nominee being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Related Property. Without limiting Section 9.5(b) (including the proviso thereto), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral Agent agrees with the Grantors that the Collateral Agent shall not give any such Entitlement Orders or instructions or directions to any such issuer, Securities Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor or its nominee, unless an Event of Default has occurred and is then continuing, or, after giving effect to any such Grantorinvestment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. (b) With respect to any Deposit Account that constitutes Collateral and has a value in excess of $500,000, the Grantors shall ensure that the Collateral Agent or its designee has Control thereof on the Closing Date or, after the Closing Date, promptly (and in any event within ten (10) Business Days or such Deposit Accountlonger period as the Collateral Agent may agree in its reasonable discretion) notify the Collateral Agent thereof, and the Grantors shall use commercially reasonable efforts to, within thirty (30) days (or such Control longer period as Collateral Agent shall be accomplished by the applicable Grantor causing approve), cause the depositary institution maintaining such account to enter into an agreement substantially in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which the depositary institution shall agree to comply with the Collateral Agent’s or its designee’s instructions with respect to disposition of funds in the form Deposit Account without further consent by the Grantors. Without limiting Section 9.5(b) (including the proviso thereto), the Collateral Agent agrees with the Grantors that the Collateral Agent shall not give any such instructions or directions to any such depositary institution, and shall not withhold its consent to the exercise of Exhibit E hereto any withdrawal by the Grantors, unless an Event of Default has occurred and is then continuing. (c) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), the Grantors shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or such other (ii) execute an agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree issuer agrees to comply with the Collateral Agent’s or its designee’s instructions with respect to disposition of funds from time to time in such Deposit Account Uncertificated Security without further consent by the Grantors. (d) If any Grantor is at any time a beneficiary under a letter of credit with a face amount in excess of $500,000 now or hereafter, the Grantors shall promptly (and in any event within ten (10) Business Days or such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlementslonger period as the Collateral Agent may agree in its reasonable discretion) notify the Collateral Agent thereof and, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F hereto within thirty (30) days (or such other longer period as Collateral Agent shall approve), the Grantors shall use commercially reasonable efforts to, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (a) arrange for the issuer and any confirmer or other nominated person of such letter of credit to consent to an assignment to the Collateral Agent, for the benefit of the Secured Parties, of the proceeds of the letter of credit or (b) arrange for the Collateral Agent, for the benefit of the Secured Parties, to become the transferee beneficiary of the letter of credit, with the Collateral Agent agreeing, in each case, that the proceeds of any drawing under the letter of credit are to be paid to the Grantors unless an Event of Default has occurred and is then continuing, in which case such proceeds shall be applied as provided in Section 9.2 hereof. (e) If any Grantor at any time holds or acquires an interest in any Electronic Chattel Paper or any “transferable record”, as that term is defined in Section 7021 of the federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, with an individual value in excess of $500,000, the Grantors shall ensure that the Collateral Agent or its designee has Control thereof on the Closing Date or, after the Closing Date, promptly (and in any event within ten (10) Business Days) notify the Collateral Agent thereof and shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent, for the benefit of the Secured Parties, Control of such transferable record. The Collateral Agent agrees with the Grantors that the Collateral Agent will arrange, pursuant to which procedures satisfactory to the Collateral Agent and so long as such Securities Intermediary shall agree to comply with procedures will not result in the Collateral Agent’s Entitlement Orders loss of Control, for the Grantors to make alterations to the Electronic Chattel Paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 7021 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in Control to make without further consent loss of Control, unless an Event of Default has occurred and is then continuing or would occur after taking into account any action by such Grantor. With the Grantors with respect to any such Commodity Account Electronic Chattel Paper or Commodity Contract, such Control shall be accomplished by the applicable Grantor in the manner reasonably acceptable to the Collateral Agenttransferable record.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof within the compliance period set forth in Section 4.05; provided, however, that such Control requirement shall not apply to any (i) Deposit Accounts with a value of such less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually, Deposit Accounts specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Grantor’s employees, and Deposit Accounts specifically and exclusively used for cash collateral to secure letters of credit permitted under the Credit Agreement (other than Letters of Credit thereunder) and (ii) Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually. With respect to any such Deposit AccountSecurities Accounts or Securities Entitlements that the applicable Grantor is required to ensure that the Collateral Agent has Control thereof pursuant to the first sentence of this Section 4.02(a), such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any such Commodity Deposit Account or Commodity Contract, such Control shall be accomplished by that the applicable Grantor is required to ensure that the Collateral Agent has Control thereof pursuant to the first sentence of this Section 4.02(a), such Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depository institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts that the applicable Grantor is required to ensure that the Collateral Agent has Control thereof pursuant to the first sentence of this Section 4.02(a), such Grantor shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities constituting (x) Collateral credited to a Securities Account and (y) Specified Minority Investments), each Grantor shall cause, within the compliance period set forth in Section 4.05, the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any Letter-of-Credit Rights included in the Collateral (other than any Letter-of-Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest) with a value in excess of $7,500,000 individually, each Grantor shall ensure, within the compliance period set forth in Section 4.05, that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, each Grantor shall ensure, within the compliance period set forth in Section 4.05, that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to (i) any Electronic Chattel Paper or transferable record having a face amount of less than $5,000,000 individually, except to the extent that the aggregate outstanding face amount of such Electronic Chattel Paper exceeds $15,000,000 (in which case, such Control requirement under this Section 4.02(d) shall apply to all Electronic Chattel Paper in excess of such aggregate amount) or (ii) any Electronic Chattel Paper or transferable record relating to or in respect of any Specified Equipment and Inventory; provided that each Grantor covenants and agrees not to permit any other Person to have Control of any such Electronic Chattel Paper or transferable record.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), With respect to any Uncertificated Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Grantor. With respect to Uncertificated Security (other than any such Deposit Accountissuer which is a Foreign Subsidiary or a Securitization Entity) to either (i) subject to the terms of the Junior Priority Intercreditor Agreement, such Control shall be accomplished by register the applicable Grantor causing Collateral Trustee as the depositary institution maintaining such account to enter into registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit E B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral AgentTrustee), pursuant to which such depositary institution shall agree issuer agrees to comply with the Collateral AgentTrustee’s instructions with respect to disposition of funds from time to time in such Deposit Account Uncertificated Security without further consent by such Grantor or any other Person. which instructions shall only be given upon the occurrence and during the Continuance of an Event of Default. (b) With respect to any such Securities Accounts Letter of Credit Rights relating to letters of credit drawable for an amount of $5,000,000 or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially more included in the form Collateral (other than any Letter of Exhibit F hereto (or Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Trustee has a valid and perfected security interest), Grantor shall use commercially reasonable efforts to ensure that Collateral Trustee has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such other agreement in form and substance reasonably satisfactory letter of credit to the Collateral AgentTrustee. (c) pursuant to which such Securities Intermediary shall agree to comply with With respect any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral Agent’s Entitlement Orders without further consent (other than any mortgage loans or consumer loans owned by such Grantor. With respect to any such Commodity Account or Commodity Contract, such Control shall be accomplished by the applicable Grantor in the manner reasonably acceptable ordinary course of business), Grantor shall after Discharge of First Priority Obligations (as defined in the Junior Priority Intercreditor Agreement) use commercially reasonable efforts to ensure that the Collateral AgentTrustee has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $5,000,000 in the aggregate.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has, subject to the terms of the Intercreditor Agreement, Control thereof; provided, however, that such GrantorControl requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 in the aggregate. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such the Securities Intermediary shall agree to comply comply, subject to the terms of the Intercreditor Agreement, with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Account Accounts or Commodity ContractContracts each Grantor shall, such subject to the terms of the Intercreditor Agreement, cause Control shall be accomplished by in favor of the applicable Grantor Collateral Agent in the a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall, subject to the terms of the Intercreditor Agreement, cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall, subject to the terms of the Intercreditor Agreement, ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject to the terms of the Intercreditor Agreement, ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $1,000,000 in the aggregate.

Control Requirements. (a) Each With respect to any Deposit Accounts, Securities Accounts and Security Entitlements included in the Collateral, each Grantor shall take all steps required or reasonably necessary to ensure that the Collateral Agent has Control of all thereof; provided, however, that such Control requirement shall not apply to any (i) Deposit Accounts (x) with a value of less than $1,000,000 individually or $2,000,000 in the aggregate or (y) used solely as a tax or payroll account, escrow account, trust account, flexible spending benefit account, and other than Excluded Accountssimilar accounts maintained for employee or employer liabilities in favor of an employee (including, without limitation, 401k contributions, employee stock purchase plan deductions and employee benefits), in each case maintained in the ordinary course of business consistent with past practices and (ii) Securities Accounts (or Security Entitlements with a value of less than, or having funds or other assets credited thereto with a value of less than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included $1,000,000 individually or $2,000,000 in the Collateral of such Grantoraggregate. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F hereto A (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such the Securities Intermediary shall agree agree, upon the occurrence and during the continuance of an Event of Default, to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such Commodity Account or Commodity Contract, such Control shall be accomplished by the applicable Grantor account to enter into an agreement substantially in the manner form of Exhibit B (or such other agreement in form and substance reasonably acceptable satisfactory to the Collateral Agent), pursuant to which the Bank shall agree, upon the occurrence and during the continuance of an Event of Default, to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the Issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the Issuer or (ii) execute an agreement substantially in the form of Exhibit F (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such Issuer agrees, upon the occurrence and during the continuance of an Event of Default, to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall take all steps required or reasonably necessary to ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent; provided, however, that such Control requirement shall not apply to any Letter of Credit Rights having a face amount of less than $1,000,000 individually or $2,000,000 in the aggregate. (d) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $2,000,000 in the aggregate.

Control Requirements. (a) Each Grantor With respect to the Interest Reserve Account, Borrower shall ensure that the Collateral Agent has sole Control of all Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral of such Grantorthereof. With respect to any such Deposit Account, such Control Borrower shall be accomplished by the applicable Grantor causing cause the depositary institution maintaining such account the Interest Reserve Account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent)Account Control Agreement, pursuant to which such depositary institution the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit the Interest Reserve Account without further consent by such Borrower. (b) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral (other than the Interest Reserve Account), each Grantor or any other Personshall ensure that the Collateral Agent has Control thereof. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) Agent pursuant to which such the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Account Accounts or Commodity Contract, such Contracts each Grantor shall cause Control shall be accomplished by in favor of the applicable Grantor Collateral Agent in the a manner reasonably acceptable to the Collateral Agent. (c) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (d) With respect to any material Letter of Credit Rights (which, with respect to any Letter of Credit, means at a minimum that such Letter of Credit has a face amount of at least $1,000,000) included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent.

Control Requirements. (a) Each Grantor The Grantors shall ensure that the Collateral Agent has Control of all the Deposit Accounts Account at Comerica Bank numbered 1891677054 and each successor account thereof (other than Excluded Accountscollectively, the “Primary Operating Account”). Subject to the last sentence of this paragraph, with respect to the Primary Operating Account, the Grantors shall as promptly as possible, but in any event, within 270 days of the Closing Date (or such longer period of time as consented to by Agent), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in cause the Collateral of such Grantor. With respect to any such Deposit Account, such Control shall be accomplished by Bank maintaining the applicable Grantor causing the depositary institution maintaining such account Primary Operating Account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral AgentAgent (an “Account Control Agreement”), pursuant to which which, upon notice of a continuing Event of Default, such depositary institution Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit the Primary Operating Account without further consent by such Grantor or any other PersonGrantor. The provisions in this Section 4.2(a) requiring an Account Control Agreement shall not apply to any Deposit Account for which Agent is the depository bank. (b) With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by Uncertificated Security included in the applicable Grantor causing the Securities Intermediary maintaining such Collateral (other than any Uncertificated Security credited to a Securities Account and any Uncertificated Security subject to the requirements of Section 4.2(c)), the Grantors shall take commercially reasonable efforts to cause the issuer of such Uncertificated Security to either (i) register Agent as the registered owner thereof on the books and records of the issuer or Security Entitlement to enter into (ii) execute an agreement substantially in the form of Exhibit F hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) , pursuant to which such Securities Intermediary shall agree issuer agrees to comply with the Collateral Agent’s Entitlement Orders instructions with respect to such Uncertificated Security without further consent by any Grantor; provided, however, that such Grantor. requirement shall not apply to any such Uncertificated Securities having a value of $100,000 individually or $100,000 in the aggregate. (c) With respect to any Uncertificated Security included in the Collateral where the issuer is a Subsidiary of any Grantor, the Grantors shall cause the issuer of such Commodity Account Uncertificated Security to either (i) register Agent as the registered owner thereof on the books and records of the issuer or Commodity Contract(ii) execute an agreement in form and substance reasonably satisfactory to Agent, pursuant to which such issuer agrees to comply with Agent’s instructions with respect to such Uncertificated Security without further consent by any Grantor; provided, however, that such requirement shall not apply to any such Uncertificated Securities having a value of $100,000 individually or $100,000 in the aggregate (d) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which Agent has a valid and perfected security interest), the Grantors shall take commercially reasonable efforts to ensure that Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to Agent; provided, however, that such Control requirement shall be accomplished by the applicable Grantor not apply to any such Letter of Credit Rights under letters of credit having a face amount of $100,000 individually or $100,000 in the manner reasonably acceptable aggregate. (e) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Collateral AgentFederal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, the Grantors shall take commercially reasonable efforts to ensure that Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or “transferable” record having a face amount of less than $100,000 individually or $100,000 in the aggregate.

Control Requirements. (a) Each Subject to Section 6.18 of the Credit Agreement (to the extent applicable), with respect to any Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract included in the Collateral, each Grantor shall ensure that the Priority Lien Collateral Agent Trustee has Control of all thereof; provided, however, that such Control requirement shall not apply to Deposit Accounts (other than Excluded Accounts), Securities as long as the aggregate cash deposited in all such Deposit Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral of such Grantordoes not exceed $1,000,000. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement in form and substance reasonably satisfactory to the Priority Lien Collateral Trustee pursuant to which the Securities Intermediary shall agree to comply with the Priority Lien Collateral Trustee’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Priority Lien Collateral Trustee, pursuant to which such depository institution shall agree to comply with the Priority Lien Collateral Trustee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts, each Grantor shall cause Control in favor of the Priority Lien Collateral Trustee in a manner reasonably acceptable to the Priority Lien Collateral Trustee. With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), the applicable Grantor shall promptly notify the Priority Lien Collateral Trustee of the acquisition thereof and thereafter at the written request of the Priority Lien Collateral Trustee, each Grantor shall cause (or, with respect to an issuer that is not a Subsidiary or a controlled Affiliate of a Grantor, use commercially reasonable efforts to cause), the issuer of such Uncertificated Security to either (i) register the Priority Lien Collateral Trustee as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit F B hereto (or such other agreement in form and substance reasonably satisfactory to the Priority Lien Collateral Agent) Trustee), pursuant to which such Securities Intermediary shall agree issuer agrees to comply with the Priority Lien Collateral AgentTrustee’s Entitlement Orders instructions with respect to such Uncertificated Security without further consent by such Grantor. ; provided that, with respect to an issuer that is not a Subsidiary or a controlled Affiliate of a Grantor, if after the use of commercially reasonable efforts such Grantor cannot satisfy such requirement with respect to such Uncertificated Security then such Grantor shall not be required to take any further action with respect to such Uncertificated Security to ensure that the Priority Lien Collateral Trustee has Control of such Uncertificated Security. (b) With respect to any Letter of Credit Rights having a value in excess of $1,000,000 individually or $3,000,000 in the aggregate included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Priority Lien Collateral Trustee has a valid and perfected security interest), Grantor shall use its commercially reasonable efforts to ensure that the Priority Lien Collateral Trustee has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such Commodity Account letter of credit to the Priority Lien Collateral Trustee. (c) With respect to any Electronic Chattel Paper or Commodity Contract“transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Priority Lien Collateral Trustee has Control thereof; provided, however, that such Control requirement shall be accomplished by the applicable Grantor not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $2,000,000 in the manner reasonably acceptable to the Collateral Agentaggregate.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent (or its agent) has Control thereof; provided, however, that such Control requirement shall not apply to any (i) Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts for which the aggregate average monthly balance of all such Grantoraccounts is less than $500,000 or (ii) accounts specially and exclusively used for payroll, payroll tax and other employee wage and benefit payments. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) Agent pursuant to which such the Securities Intermediary shall agree to comply with the Collateral Agent’s (or its agent’s) Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which the Bank shall agree to comply with the Collateral Agent’s (or its agent’s) instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Account Accounts or Commodity Contract, such Contracts each Grantor shall cause Control shall be accomplished by in favor of the applicable Grantor Collateral Agent (or its agent’s) in the a manner reasonably acceptable to the Collateral Agent. Notwithstanding anything to the contrary in this Agreement or any other Secured Debt Document, the Collateral Agent shall only issue Entitlement Orders or instructions with respect to Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts upon the occurrence and during the continuance of a First Lien Event of Default.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Notes Collateral of such GrantorTrustee has Control thereof. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F C hereto (or such other agreement in form and substance reasonably satisfactory of that type, including an agreement to which the Collateral AgentNorth America ABL Agent is also a party) pursuant to which such the Securities Intermediary shall agree to comply with the Notes Collateral AgentTrustee’s Entitlement Orders without further consent by such GrantorGrantor (the “Securities Account Control Agreement”). With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement of that type, including an agreement to which the North America ABL Agent is also a party), pursuant to which the Bank shall agree to comply with the Notes Collateral Trustee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor (the “Deposit Account Control Agreement”). With respect to any Commodity Account Accounts or Commodity Contract, such Contracts each Grantor shall cause Control shall be accomplished by in favor of the applicable Grantor Notes Collateral Trustee (subject to the Intercreditor Agreement). (b) With respect to any Uncertificated Security included in the manner reasonably acceptable Collateral (other than any Unlimited Liability Securities or Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Notes Collateral Trustee as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement of that type, including an agreement to which the North America ABL Agent is also a party), pursuant to which such issuer agrees to comply with the Notes Collateral Trustee’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Notes Collateral Trustee has a valid and perfected security interest), Grantor shall ensure that Notes Collateral Trustee has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Notes Collateral Trustee or the North America ABL Agent, as applicable, in accordance with the Intercreditor Agreement. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Notes Collateral Trustee has Control thereof (subject to the Intercreditor Agreement).

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral Collateral, each Grantor shall ensure that the Bank has Control thereof ; provided, however, that such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of such Grantorless than, or having funds or other assets credited thereto with a value of less than, [$100,000] individually or [$500,000] in the aggregate. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor Grantor(s) causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral AgentBank) pursuant to which such the Securities Intermediary shall agree to comply with the Collateral AgentBank’s Entitlement Orders Orders, without further consent by such Grantor(s). With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Bank), pursuant to which the Bank shall agree to comply with the Bank’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any such Commodity Account Accounts or Commodity Contract, such Contracts each Grantor shall cause Control shall be accomplished by in favor of the applicable Grantor Bank in the a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Bank, as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Bank), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided that the Bank shall not issue any instructions except during the continuance of an Event of Default. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Bank has a valid and perfected security interest), each Grantor shall ensure that Bank has Control thereof (subject to the terms of the Intercreditor Agreement) by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Bank. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, each Grantor shall ensure that the Bank has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $100,000 individually or $500,000 in the aggregate. (e) Notwithstanding the foregoing, the Bank agrees with each Grantor that the Bank shall not give any instructions directing the disposition of funds or securities from time to time credited to any Deposit Accounts or Securities Accounts or withhold any rights from such Grantor with respect to funds from time to time credited to any Deposit Account or any securities held in any Securities Accounts unless an Event of Default has occurred and is continuing.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Deposit Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of such Grantorless than, or having funds or other assets credited thereto with a value of less than, $100,000 individually or $300,000 in the aggregate. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such the Securities Intermediary shall agree to comply with the Collateral Agent’s 's Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent's instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Account Accounts or Commodity ContractContracts, such each Grantor shall cause Control shall be accomplished by in favor of the applicable Grantor Collateral Agent in the a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent's instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any material Letter of Credit Rights included in the Collateral having a value in excess of $1,000,000 individually or $2,000,000 in the aggregate (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent within 20 days of the date hereof. (d) With respect to any Electronic Chattel Paper or "transferable record" (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $200,000 individually or $500,000 in the aggregate.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any (i) zero balance accounts, (ii) Deposit Accounts that are used specifically and exclusively to fund payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of such a Grantor’s employees or (iii) Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value (which in the case of any Deposit Account or Securities Account shall be based on the average daily closing value of amounts on deposit therein in any consecutive 30-day period) of less than, $5,000,000 individually or $10,000,000 in the aggregate. With Except for Securities Accounts for which the Collateral Agent is the depository, with respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F hereto (or such other a control agreement in form and substance reasonably satisfactory to the Collateral Agent) Agent pursuant to which such the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With Except for Deposit Accounts for which the Collateral Agent is the depository, with respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. Except for Commodity Account Accounts for which the Collateral Agent is the depository, with respect to any Commodity Accounts or Commodity Contract, such Contracts each Grantor shall cause Control shall be accomplished by in favor of the applicable Grantor Collateral Agent in the a manner reasonably acceptable to the Collateral Agent. Notwithstanding anything to the contrary in this subsection (a), Collateral Agent shall only issue Entitlement Orders or instructions with respect to disposition of funds in Deposit Accounts or exercise Control over any Commodity Account, in each case without the consent of the applicable Grantor, upon the occurrence and during the continuance of an Event of Default, provided that upon receipt of a notice of the issuance of such Entitlement Orders or instructions from the Collateral Agent the Grantors shall cease providing any Entitlement Orders or instructions to the applicable Securities Intermediary or Bank. (b) With respect to any Uncertificated Security included in the Collateral and issued by an issuer formed under the laws of the United States or any political subdivision thereof (other than any Uncertificated Securities credited to a Securities Account) if requested by the Collateral Agent, each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided, however, that Collateral Agent shall only issue instructions with respect to such Uncertificated Security without the consent of such Grantor upon the occurrence and during the continuance of an Event of Default. (c) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $5,000,000 in the aggregate.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral of such GrantorCollateral, each Grantor shall ensure that Administrative Agent has Control thereof. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F hereto (or such other agreement in a form and substance reasonably satisfactory acceptable to the Collateral Agent) Administrative Agent pursuant to which such the Securities Intermediary shall agree to comply with the Collateral Administrative Agent’s Entitlement Orders without further consent by such Grantor; provided, however, that Administrative Agent agrees not to issue any Entitlement Orders with respect to any Securities Account or Security Entitlement until the occurrence and during the continuance of an Event of Default. With respect to any such Commodity Account or Commodity ContractDeposit Account, such Control shall be accomplished by the applicable such Grantor in the manner reasonably acceptable delivering a Deposit Account Control Agreement to the Collateral Administrative Agent; provided, however, that Administrative Agent agrees not to issue any instructions pursuant to such Deposit Account Control Agreements until the occurrence and during the continuance of an Event of Default. Notwithstanding the foregoing, Control shall not be required with respect to (x) Deposit Accounts, Securities Accounts and Commodity Accounts described in clause (n) of Section 2.2, (y) Deposit Accounts that are zero balance disbursement accounts that are swept daily to a Deposit Account subject to a Deposit Account Control Agreement and (z) other Deposit Accounts as long as the balance in any individual Deposit Account as of the close of each Business Day does not exceed $5,000,000 and the aggregate balance in all such other Deposit Accounts does not exceed $20,000,000 at the close of each Business Day.

Control Requirements. (a) Each With respect to the Collateral Account included in the Collateral, each Grantor shall ensure that the Collateral Agent Trustee has Control thereof. Without limiting the generality of all Deposit Accounts (other than Excluded Accounts)the foregoing, Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in with respect to the Collateral of such Grantor. With respect to any such Deposit Account, such Control each Grantor shall be accomplished by the applicable Grantor causing cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an a control agreement substantially in the form of Exhibit F hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) Trustee), pursuant to which such Securities Intermediary the Bank shall agree to comply with the Collateral AgentTrustee’s Entitlement Orders instructions with respect to disposition of funds in the Collateral Account without further consent by such Grantor. With respect to any such Commodity Account Accounts or Commodity ContractContracts, such each Grantor shall cause Control shall be accomplished by in favor of the applicable Grantor Collateral Trustee in the a manner reasonably acceptable to the Collateral AgentTrustee. (b) With respect to any Uncertificated Security included in the Collateral, each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Trustee as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee), pursuant to which such issuer agrees to comply with the Collateral Trustee’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Trustee has a valid and perfected security interest), Grantor shall ensure that Collateral Trustee has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Trustee. (d) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Trustee has Control thereof.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall use commercially reasonable efforts to ensure that the Collateral of Agent has Control thereof; provided, however, that such GrantorControl requirement shall not apply to any Deposit Accounts or Securities Accounts that are Excluded Accounts. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing using commercially reasonable efforts to cause the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any such Commodity Account or Commodity ContractDeposit Account, such Control shall be accomplished by the applicable Grantor shall use commercially reasonable efforts to cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts the applicable Grantor shall use commercially reasonable efforts to cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent.

Control Requirements. (a) 1. Each Grantor shall ensure that the Collateral Agent has Control of all Deposit Accounts (other than Excluded Deposit Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral of such Grantor. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) Agent pursuant to which such Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any such Commodity Account or Commodity Contract, such Control shall be accomplished by the applicable Grantor in the manner reasonably acceptable to the Collateral Agent. 2. Each Grantor shall use commercially reasonable efforts to cause the issuer of any Uncertificated Security (other than any Uncertificated Securities credited to a Securities Account) included in the Collateral of such Grantor either (i) to register the Collateral Agent as the registered owner thereof on the books and records of such issuer or (ii) to execute an agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor.

Control Requirements. (a) Each Grantor shall use commercially reasonable efforts to ensure that the Collateral Administrative Agent has Control of all (i) each Deposit Accounts Account (other than any Excluded Accounts), Deposit Account) and (ii) each Securities Accounts Account (other than any Excluded AccountsSecurities Account), Security Entitlementsin each case, Commodity Accounts and Commodity Contracts included in the Collateral of owned by such Grantor. With respect Subject to the last sentence of this paragraph, the Grantors shall use commercially reasonable efforts to cause (A) each Bank maintaining a Deposit Account (other than any such Excluded Deposit Account) and (B) each Securities Intermediary maintaining a Securities Account (other than any Excluded Securities Account), such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account in each case, to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent (an “Account Control Agreement”), pursuant to which which, upon notice of a continuing Event of Default, such depositary institution Bank or Securities Intermediary, as applicable, shall agree to comply with the Collateral Administrative Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account or Securities Account without further consent by any Grantor (any such Grantor Bank executing and delivering any such agreement, a “Controlled Depositary”, and any such Securities Intermediary executing and delivering any such agreement, a “Controlled Intermediary”). In the event any such Bank or Securities Intermediary refuses to execute and deliver such agreement, the Administrative Agent, in its sole discretion, may require funds held in the applicable Deposit Account and applicable Investment Property to be transferred to the Administrative Agent or a Controlled Depositary or Controlled Intermediary, as applicable. The provisions in this Section 4.2(a) requiring an Account Control Agreement shall not apply to any other Person. Deposit Account or Securities Account for which the Administrative Agent is the depository bank. (b) With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by Uncertificated Security included in the applicable Grantor causing the Securities Intermediary maintaining such Collateral (other than any Uncertificated Security credited to a Securities Account and any Uncertificated Security subject to the requirements of Section 4.2(c)), the Grantors shall take commercially reasonable efforts to cause the issuer of such Uncertificated Security to either (i) register the Administrative Agent as the registered owner thereof on the books and records of the issuer or Security Entitlement to enter into (ii) execute an agreement substantially in the form of Exhibit F hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent) , pursuant to which such Securities Intermediary shall agree issuer agrees to comply with the Collateral Administrative Agent’s Entitlement Orders instructions with respect to such Uncertificated Security without further consent by any Grantor; provided, however, that such Grantor. requirement shall not apply to any such Uncertificated Securities having a value of $200,000 individually or $400,000 in the aggregate. (c) With respect to any Uncertificated Security included in the Collateral where the issuer is a Subsidiary of any Grantor, the Grantors shall cause the issuer of such Commodity Account Uncertificated Security to either (i) register the Administrative Agent as the registered owner thereof on the books and records of the issuer or Commodity Contract(ii) execute an agreement in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which such issuer agrees to comply with the Administrative Agent’s instructions with respect to such Uncertificated Security without further consent by any Grantor; provided, however, that such requirement shall not apply to any such Uncertificated Securities having a value of $200,000 individually or $400,000 in the aggregate (d) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Administrative Agent has a valid and perfected security interest), the Grantors shall take commercially reasonable efforts to ensure that the Administrative Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Administrative Agent; provided, however, that such Control requirement shall be accomplished by the applicable Grantor not apply to any such Letter of Credit Rights under letters of credit having a face amount of $200,000 individually or $400,000 in the manner reasonably acceptable aggregate. (e) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Collateral AgentFederal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, the Grantors shall take commercially reasonable efforts to ensure that the Administrative Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or “transferable” record having a face amount of less than $200,000 individually or $400,000 in the aggregate.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), With respect to any Uncertificated Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), the Grantor shall cause the issuer of such Grantor. With respect to Uncertificated Security (other than any such Deposit Accountissuer which is a Foreign Subsidiary or a Securitization Entity) to either (i) register the Collateral Agent (or, such Control shall be accomplished by prior to the applicable Grantor causing Discharge of the depositary institution maintaining such account to enter into First Priority Obligations, the First Lien Collateral Agent) as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit E B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree issuer agrees to comply with the Collateral Agent’s (or, prior to the Discharge of the First Priority Obligations, the First Lien Col- lateral Agent) instructions with respect to disposition of funds from time to time in such Deposit Account Uncertificated Security without further consent by such Grantor or any other Person. the Gran- tor which instructions shall only be given upon the occurrence and during the Continuance of an Event of Default. (b) With respect to any Letter of Credit Rights relating to letters of credit drawable for an amount of $5,000,000 or more included in the Collateral (other than any Letter of Credit Rights consti- tuting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall use commercially reasonable efforts to ensure that Collateral Agent (or, prior to the Discharge of the First Priority Obligations, the First Lien Collateral Agent) has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such Securities Accounts or Securities Entitlementsletter of credit to the Collateral Agent (or, such Control prior to the Discharge of the First Priority Obligations, the First Lien Collateral Agent). (c) With respect to any Deposit Account (other than any Deposit Account excluded from the Collateral pursuant to Section 2.2), the Grantor shall be accomplished by the applicable Grantor causing the Securities Intermediary execute and shall use commercially reasonable efforts to cause each account bank maintaining such Securities Deposit Account or Security Entitlement to enter into execute an agreement substantially in the form of Exhibit F hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant granting Control over such Deposit Account to which such Securities Intermediary shall agree to comply with the Collateral Agent (or, prior to the Discharge of the First Priority Obligations, the First Lien Collateral Agent’s Entitlement Orders without further consent by such Grantor. With ) within 90 days of the date hereof with respect to any such Commodity Deposit Account maintained on the date hereof and within 30 days of opening or Commodity Contractacquisition of any other Deposit Account after the date hereof; provided however, that such Control requirement shall be accomplished by the applicable Grantor not apply to any Deposit Accounts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $5,000,000 in the manner reasonably acceptable to the Collateral Agentaggregate.

Control Requirements. (a) Each Grantor shall ensure that Subject to Section 5.22 of the Collateral Agent has Control of all Credit Agreement with respect to any Deposit Accounts (other than Excluded Accountsany Deposit Accounts used exclusively for (i) payroll or employee benefits purposes or (ii) which have a monthly balance of less than $10,000 individually or $15,000 in the aggregate for all such accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral of such GrantorAgent has Control thereof. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), so that any such Securities Intermediary shall comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), at the request of the Collateral Agent, each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such Securities Intermediary issuer shall agree to comply with the Collateral Agent’s Entitlement Orders instructions with respect to disposition of funds in the Uncertificated Security without further consent by such Grantor. . (c) With respect to any such Commodity Account or Commodity Contract, such Control shall be accomplished by the applicable Grantor Letter of Credit Rights included in the manner reasonably acceptable Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall ensure that Collateral Agent has Control thereof by making reasonable commercial efforts to obtain the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall make all reasonable efforts to ensure that the Collateral Agent has Control thereof.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Deposit Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral as of the Closing Date, the Borrower shall ensure that the Collateral Agent has Control thereof by entering into a Control Agreement in respect thereof that would meet the requirements for any such Grantoragreement contemplated by the immediately succeeding sentence. With Following the Closing Date, within thirty (30) days of the Borrower acquiring, opening or otherwise owning any Deposit Accounts (other than Excluded Deposit Accounts), Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts constituting a portion of the Collateral that are not already subject to the Control of the Collateral Agent, the Borrower shall use commercially reasonable efforts to establish such Control by: (i) with respect to any such Securities Accounts or Securities Entitlements, using commercially reasonable efforts to cause the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into a Control Agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by the Borrower; (ii) with respect to any such Deposit AccountAccount (other than Excluded Deposit Accounts), such Control shall be accomplished by the applicable Grantor causing using commercially reasonable efforts to cause the depositary institution maintaining such account to enter into a Control Agreement in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by the Borrower; and (iii) with respect to any such Commodity Accounts or Commodity Contracts, using commercially reasonable efforts to cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), the Borrower shall, within thirty (30) days of the Borrower acquiring such Uncertificated Security, use commercially reasonable efforts to cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit E B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree issuer agrees to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account Uncertificated Security without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any such Commodity Account or Commodity Contract, such Control shall be accomplished by the applicable Grantor in the manner reasonably acceptable to the Collateral AgentBorrower.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of such Grantorless than, or having funds or other assets credited thereto with a value of less than, $500,000 individually or $1,000,000 in the aggregate and (ii) notwithstanding anything in this Agreement or any other Loan Document to the contrary, in no event shall the Collateral Agent deliver Entitlement Orders or other instructions to any Securities Intermediary or depositary institution unless an Event of Default has occurred and is Continuing. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Account Accounts or Commodity Contract, such Contracts each Grantor shall cause Control shall be accomplished by in favor of the applicable Grantor Collateral Agent in the a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security (other than any such issuer which is a Foreign Subsidiary or a Securitization Entity) to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor which instructions shall only be given upon the occurrence and during the Continuance of an Event of Default. (c) With respect to any Letter of Credit Rights relating to letters of credit drawable for an amount of $5,000,000 or more included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral (other than any mortgage loans or consumer loans owned by any Grantor in the ordinary course of business), Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $500,000 individually or $1,000,000 in the aggregate.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), With respect to any Uncertificated Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral (other than any Uncertificated Securities credited to a Securities Account or not issued by a Wholly-Owned Subsidiary), each Grantor shall cause the issuer of such Grantor. With respect Uncertificated Security to any such Deposit Account, such Control shall be accomplished by either (i) register the applicable Grantor causing Collateral Agent as the depositary institution maintaining such account to enter into registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit E B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree issuer agrees to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Uncertificated Security Entitlement to enter into an agreement substantially in the form of Exhibit F hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. . (b) With respect to any such Commodity Account Letter of Credit Rights in excess of $5,000,000 individually or Commodity Contract, such Control shall be accomplished by the applicable Grantor $10,000,000 in the manner reasonably acceptable aggregate included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall use commercially reasonable efforts to ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (c) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall use commercially reasonable efforts to ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $5,000,000 individually or $10,000,000 in the aggregate.

Control Requirements. EXECUTION VERSION (a) Each Grantor shall ensure that the Collateral Agent has Control of all Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), With respect to any Uncertificated Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Grantor. With respect to Uncertificated Security (other than any such Deposit Account, such Control shall be accomplished by issuer which is a Foreign Subsidiary or a Securitization Entity) to either (i) register the applicable Grantor causing Collateral Trustee as the depositary institution maintaining such account to enter into registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit E B hereto (or such other agreement in form reasonably satisfactory to the Collateral Trustee), pursuant to which such issuer agrees to comply with the Collateral Trustee’s instructions with respect to such Uncertificated Security without further consent by such Grantor which instructions shall only be given upon the occurrence and during the Continuance of an Event of Default. (b) With respect to any Letter of Credit Rights relating to letters of credit drawable for an amount of $5,000,000 or more included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Trustee has a valid and perfected security interest), Grantor shall use commercially reasonable efforts to ensure that Collateral Trustee has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Trustee. (c) With respect to any Deposit Account (other than any Deposit Account excluded from the Collateral pursuant to Section 2.2), each Grantor shall execute and shall use commercially reasonable efforts to cause each account bank maintaining such Deposit Account to execute an agreement (in form and substance reasonably satisfactory to the Collateral Agent), pursuant Trustee) granting Control over such Deposit Account to which such depositary institution shall agree to comply with the Collateral Agent’s instructions Trustee within 90 days of the date hereof with respect to disposition of funds from time to time in such any Deposit Account without further consent by such Grantor maintained on the date hereof and within 30 days of opening or acquisition of any other Person. With respect Deposit Account after the date hereof; provided however, that such Control requirement shall not apply to any such Securities Deposit Accounts with a value of less than, or Securities Entitlementshaving funds or other assets credited thereto with a value of less than, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account $1,000,000 individually or Security Entitlement to enter into an agreement substantially $5,000,000 in the form of Exhibit F hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any such Commodity Account or Commodity Contract, such Control shall be accomplished by the applicable Grantor in the manner reasonably acceptable to the Collateral Agentaggregate.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent (or its agent) has Control thereof; provided, however, that such Control requirement shall not apply to any (i) Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts for which the aggregate average monthly balance of all such Grantoraccounts is less than $500,000 or (ii) accounts specially and exclusively used for payroll, payroll tax and other employee wage and benefit payments. With respect to any such Deposit AccountSecurities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s (or its agent’s) Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which the Bank shall agree to comply with the Collateral Agent’s (or its agent’s) instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent (or its agent’s) in a manner reasonably acceptable to the Collateral Agent. Notwithstanding anything to the contrary in this Agreement or any other Secured Debt Document, the Collateral Agent shall only issue Entitlement Orders or instructions with respect to Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts upon the occurrence and during the continuance of a First Lien Event of Default. (b) With respect to any Uncertificated Security included in the Collateral and issued by an issuer formed under the laws of the United States or any political subdivision thereof (other than any Uncertificated Securities credited to a Securities Account and the DPT LLC Interests), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit E B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree issuer agrees to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Uncertificated Security Entitlement to enter into an agreement substantially in the form of Exhibit F hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. ; provided, however, that the Collateral Agent shall only issue instructions with respect to such Uncertificated Security without the consent of such Grantor upon the occurrence and during the continuance of a First Lien Event of Default. (c) With respect to any such Commodity Account Letter of Credit Rights with respect to a letter of credit drawable for an amount of $50,000 or Commodity Contract, such Control shall be accomplished by the applicable Grantor more and included in the manner reasonably acceptable Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent; provided, however, that the Collateral Agent shall only issue instructions with respect to such Letter of Credit Rights without the consent of such Grantor upon the occurrence and during the continuance of a First Lien Event of Default. (d) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $25,000 individually or $50,000 in the aggregate.

Control Requirements. (a) Each Subject to Section 6.18 of the Credit Agreement (to the extent applicable), with respect to any Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract included in the Collateral, each Grantor shall ensure that the Parity Lien Collateral Agent Trustee has Control of all thereof; provided, however, that such Control requirement shall not apply to Deposit Accounts (other than Excluded Accounts), Securities as long as the aggregate cash deposited in all such Deposit Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral of such Grantordoes not exceed $1,000,000. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement in form and substance reasonably satisfactory to the Parity Lien Collateral Trustee pursuant to which the Securities Intermediary shall agree to comply with the Parity Lien Collateral Trustee’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Parity Lien Collateral Trustee, pursuant to which such depository institution shall agree to comply with the Parity Lien Collateral Trustee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts, each Grantor shall cause Control in favor of the Parity Lien Collateral Trustee in a manner reasonably acceptable to the Parity Lien Collateral Trustee. With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), the applicable Grantor shall promptly notify the Applicable Collateral Trustee of the acquisition thereof and thereafter at the written request of the Applicable Collateral Trustee, each Grantor shall cause (or, with respect to an issuer that is not a Subsidiary or a controlled Affiliate of a Grantor, use commercially reasonable efforts to cause), the issuer of such Uncertificated Security to either (i) register the Applicable Collateral Trustee as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit F B hereto (or such other agreement in form and substance reasonably satisfactory to the Applicable Collateral Agent) Trustee), pursuant to which such Securities Intermediary shall agree issuer agrees to comply with the Applicable Collateral AgentTrustee’s Entitlement Orders instructions with respect to such Uncertificated Security without further consent by such Grantor; provided that, with respect to an issuer that is not a Subsidiary or a controlled Affiliate of a Grantor, if after the use of commercially reasonable efforts such Grantor cannot satisfy such requirement with respect to such Uncertificated Security then such Grantor shall not be required to take any further action with respect to such Uncertificated Security to ensure that the Applicable Collateral Trustee has Control of such Uncertificated Security. Notwithstanding anything herein to the contrary, prior to the Discharge of Priority Lien Obligations, if the applicable depositary institution, Securities Intermediary or commodities intermediary is not willing to provide Control to both the Priority Lien Collateral Trustee and the Parity Lien Collateral Trustee at the same time, the applicable Grantor shall be in compliance with this Section 4.2 if the Priority Lien Collateral Trustee has such Control (and the Priority Lien Collateral Trustee shall act as gratuitous bailee or agent for the benefit of the Parity Lien Collateral Trustee for perfection purposes pursuant to Section 7.4 of the Collateral Trust Agreement). (b) With respect to any Letter of Credit Rights having a value in excess of $1,000,000 individually or $3,000,000 in the aggregate included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Parity Lien Collateral Trustee has a valid and perfected security interest), Grantor shall use its commercially reasonable efforts to ensure that the Applicable Collateral Trustee has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such Commodity Account letter of credit to the Applicable Collateral Trustee. (c) With respect to any Electronic Chattel Paper or Commodity Contract“transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Applicable Collateral Trustee has Control thereof; provided, however, that such Control requirement shall be accomplished by the applicable Grantor not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $2,000,000 in the manner reasonably acceptable to the Collateral Agentaggregate.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any (i) Deposit Accounts with a value of less than, or having funds or other assets credited thereto with a value of less than, $250,000 individually or $1,000,000 in the aggregate, Deposit Accounts specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Grantor’s employees, Deposit Accounts specifically and exclusively used for cash collateral to secure letters of credit permitted under the Credit Agreement and the Deposit Account (account no. 562035) of Cytyc Corporation at the Bank of New York solely to the extent that the funds in such GrantorDeposit Account are being held in escrow pursuant to that certain Agreement and Plan of Merger, dated February 26, 2007, with respect to the purchase of Adiana Biomedical Corporation by Cytyc Corporation (collectively, the “Excluded Deposit Accounts”) and (ii) Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $250,000 individually or $1,000,000 in the aggregate (collectively, the “Excluded Securities/Commodity Accounts”). With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Account Accounts or Commodity Contract, such Contracts each Grantor shall cause Control shall be accomplished by in favor of the applicable Grantor Collateral Agent in the a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any Letter-of-Credit Rights included in the Collateral (other than any Letter-of-Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest) with a value in excess of $50,000, Grantor shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $5,000,000 in the aggregate.

Control Requirements. (a) Each Grantor Subject to Section 5.18 of the Credit Agreement, all proceeds of Collateral shall ensure that be deposited by Grantors into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be acceptable to the Collateral Agent, (ii) Depository Accounts established at the Collateral Agent has (or the ABL Agent) for the deposit of such proceeds or (iii) the Excluded Accounts. Each applicable Grantor, the Collateral Agent and each Blocked Account Bank (except, for the avoidance of doubt, with respect to Excluded Accounts) shall enter into a deposit account control agreement in form and substance reasonably satisfactory to the Collateral Agent that is sufficient to give the Collateral Agent Control over such account and which directs such Blocked Account Bank to transfer such funds so deposited at certain times acceptable to the Collateral Agent to the Collateral Agent, either to any account maintained by the Grantors at said Blocked Account Bank or by wire transfer to appropriate account(s) at the Collateral Agent (or the ABL Agent). All funds deposited in such Blocked Accounts or Depository Accounts shall immediately become subject to the security interest of all the Collateral Agent for its own benefit and the ratable benefit of the Secured Parties, and Grantors shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither the Collateral Agent nor any Secured Party assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. (b) All Deposit Accounts (other than Excluded including all Blocked Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral are set forth on Schedule 5.2. No Grantor shall open any new Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts or Commodity Contracts (other than Excluded Accounts) unless (i) such Grantor shall have given at least ten (10) days prior written notice to the Collateral Agent and (ii) if such account is to be maintained with a bank, depository institution or securities intermediary that is not the Collateral Agent, such bank, depository institution or securities intermediary, each applicable Grantor and Collateral Agent shall use commercially reasonable efforts to enter into, with respect to Deposit Accounts, a Deposit Account Control Agreement, with respect to Securities Accounts or Securities Entitlements, a Securities Account Control Agreement and, with respect to any Commodity Accounts or Commodity Contracts, an arrangement sufficient to cause Control in favor of such Grantor. the Collateral Agent in a manner reasonably acceptable to the Collateral Agent; provided, however, that no Control requirement shall apply to any Deposit Accounts or Securities Accounts that are Excluded Accounts. (c) With respect to any such Deposit Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), such Control shall be accomplished by the applicable Grantor causing shall use commercially reasonable efforts to cause the depositary institution maintaining issuer of such account Uncertificated Security to enter into either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (d) With respect to any Letter of Credit Rights in excess of $500,000 individually or $1,000,000 in the aggregate included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), the applicable Grantor shall use commercially reasonable efforts to ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (e) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall use commercially reasonable efforts to ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $500,000 individually or $1,000,000 in the aggregate. (f) The Collateral Agent agrees with each Grantor that, in the case of a Deposit Account subject to the Collateral Agent’s Control, the Collateral Agent shall not give any instructions directing the disposition of funds from time to time in such credited to any Deposit Account without further consent by or withhold any withdrawal rights from such Grantor or any other Person. With with respect to funds from time to time credited to any such Securities Accounts or Securities EntitlementsDeposit Account or, such Control shall be accomplished by in the applicable Grantor causing the Securities Intermediary maintaining such case of a Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F hereto (or such other agreement in form and substance reasonably satisfactory Commodity Account subject to the Collateral Agent) pursuant ’s Control, the Collateral Agent shall not give any Entitlement Orders or instructions or directions to which such any Securities Intermediary or Commodity Intermediary, and shall agree not withhold its consent to comply the exercise of any withdrawal or dealing rights by such Grantor, unless, in each case, an Event of Default has occurred and is continuing or, after giving effect to any withdrawal, would occur and any such exercise shall be subject to the terms of the ABL Intercreditor Agreement. The Collateral Agent further agrees with each Grantor that in the case of any Uncertificated Security subject to the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With Control, the Collateral Agent shall not give any instructions with respect to such Uncertificated Security to the issuer thereof unless an Event of Default has occurred and is continuing and any such Commodity Account or Commodity Contract, such Control instructions shall be accomplished by the applicable Grantor in the manner reasonably acceptable subject to the Collateral Agentterms of the ABL Intercreditor Agreement.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral of such Grantor. With respect to Collateral, each Grantor shall, within the time period specified in the Indenture for any such Deposit Investment Account, Commodity Contracts and Security Entitlement existing on the Issue Date, and within 90 days of the opening of any such Investment Account, Commodity Contracts and Security Entitlement after the Issue Date, ensure that the Collateral Agent has Control thereof; provided that, notwithstanding the foregoing, the Company shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to Interest Reserve Account Control Agreement on the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other PersonIssue Date. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which , within the time periods as specified in the preceding sentence, so that any such Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any such Commodity Deposit Account, each Grantor shall, within the time periods specified in the first sentence of this Section 4.2(a), cause the depositary institution maintaining such account to enter into an agreement in substance reasonably satisfactory to the Collateral Agent pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. Notwithstanding anything herein or Commodity Contractin the Indenture to the contrary, the Company shall not be required to implement Control arrangements with respect to bank account xxxx-0040 at Bank of America (or any successor account), so long as such Control shall be accomplished account consists exclusively of certificates of deposit or like instruments posted as collateral in favor of the issuers of letters of credit obtained by the applicable Grantor Company in the manner reasonably acceptable ordinary course of business. (b) With respect to any Uncertificated Security with a Fair Market Value in excess of $500,000, included in the Collateral (other than any Uncertificated Securities credited to a Securities Account) each Grantor shall cause the issuer of such Uncertificated Security to either promptly (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto pursuant to which such issuer shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Uncertificated Security without further consent by such Grantor. (c) With respect to any Letter of Credit Rights with a Fair Market Value in excess of $500,000 included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), each Grantor shall use its commercially reasonable efforts to obtain the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect any Electronic Chattel Paper with a Fair Market Value in excess of $500,000 or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, each Grantor shall use commercially reasonable efforts to ensure that the Collateral Agent has Control thereof.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), With respect to any Uncertificated Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each applicable Grantor shall cause the issuer of such Grantor. With respect to Uncertificated Security (other than any such Deposit Account, such Control shall be accomplished by issuer which is a Foreign Subsidiary or a Securitization Entity) to either (i) register the applicable Grantor causing Collateral Trustee as the depositary institution maintaining such account to enter into registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit E B hereto (or such other agreement in form reasonably satisfactory to the Collateral Trustee), pursuant to which such issuer agrees to comply with the Collateral Trustee’s instructions with respect to such Uncertificated Security without further consent by such Grantor which instructions shall only be given upon the occurrence and during the Continuance of an Event of Default. (b) With respect to any Letter of Credit Rights relating to letters of credit drawable for an amount of $5,000,000 or more included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Trustee has a valid and perfected security interest), each applicable Grantor shall use commercially reasonable efforts to ensure that Collateral Trustee has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Trustee. (c) With respect to any Deposit Account (other than any Deposit Account excluded from the Collateral pursuant to Section 2.2), each applicable Grantor shall execute and shall use commercially reasonable efforts to cause each account bank maintaining such Deposit Account to execute an agreement (in form and substance reasonably satisfactory to the Collateral Agent), pursuant Trustee) granting Control over such Deposit Account to which such depositary institution shall agree to comply with the Collateral Agent’s instructions Trustee within 60 days of the date hereof with respect to disposition of funds from time to time in such any Deposit Account without further consent by such Grantor maintained on the date hereof and within 30 days of opening or acquisition of any other PersonDeposit Account after the date hereof; provided however, that such Control requirement shall not apply to any Deposit Accounts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $5,000,000 in the aggregate. For the avoidance of doubt, (i) this Section 4.2(c) shall apply both to any Deposit Accounts of each Regulated Subsidiary Guarantor containing Available Cash Collateral and to any Deposit Accounts of each Grantor that is not a Regulated Subsidiary Guarantor and (ii) no Deposit Account of any Regulated Subsidiary Guarantor containing Available Cash Collateral shall be excluded from the Collateral pursuant to Section 2.2 or otherwise. (d) With respect to any such Securities Accounts or Account (other than any Securities EntitlementsAccount excluded from the Collateral pursuant to Section 2.2), such Control shall be accomplished by the each applicable Grantor causing the Securities Intermediary shall execute and shall use commercially reasonable efforts to cause each intermediary maintaining such Securities Account or Security Entitlement to enter into execute an agreement substantially in the form of Exhibit F hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral AgentTrustee) granting Control over such Securities Account to the Collateral Trustee within 60 days of the date hereof with respect to any Securities Account maintained on the date hereof and within 30 days of opening or acquisition of any other Securities Account after the date hereof; provided, however, that such Control requirement shall not apply to any Securities Account with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $5,000,000 in the aggregate. For the avoidance of doubt, (i) this Section 4.2(d) shall apply both to any Securities Accounts of each Regulated Subsidiary Guarantor containing Available Cash Collateral and to any Securities Accounts of each Grantor that is not a Regulated Subsidiary Guarantor and (ii) no Securities Account of any Regulated Subsidiary Guarantor containing Available Cash Collateral shall be excluded from the Collateral pursuant to which such Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. Section 2.2 or otherwise. (e) With respect to any Commodity Accounts (and any Commodity Contracts held or carried therein) (other than any Commodity Contracts and Commodity Accounts excluded from the Collateral pursuant to Section 2.2), each applicable Grantor shall execute and shall use commercially reasonable efforts to cause each intermediary maintaining such Commodity Account (and any such Commodity Contract held or Commodity Contract, such Control shall be accomplished by the applicable Grantor carried therein) to execute an agreement (in the manner form and substance reasonably acceptable satisfactory to the Collateral AgentTrustee) granting Control over such Commodity Account (and any such Commodity Contract held or carried therein) to the Collateral Trustee within 60 days of the date hereof with respect to any Commodity Account (and any such Commodity Contract held or carried therein) maintained on the date hereof and within 30 days of opening or acquisition of any other Commodity Contract or Commodity Account (and any such Commodity Contract held or carried therein) after the date hereof. For the avoidance of doubt, (i) this Section 4.2(e) shall apply both to any Commodity Accounts (and any Commodity Contract held or carried therein) of each Regulated Subsidiary Guarantor containing Available Cash Collateral and to any Commodity Accounts (and any Commodity Contract held or carried therein) of each Grantor that is not a Regulated Subsidiary Guarantor and (ii) no Commodity Accounts (and no Commodity Contracts held or carried therein) of any Regulated Subsidiary Guarantor containing Available Cash Collateral shall be excluded from the Collateral pursuant to Section 2.2 or otherwise.

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

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Deposit Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of such Grantorless than, or having funds or other assets credited thereto with a value of less than, $100,000 individually or $300,000 in the aggregate. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such the Securities Intermediary shall agree to comply with the Collateral Agent’s 's Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent's instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Account Accounts or Commodity ContractContracts, such each Grantor shall cause Control shall be accomplished by in favor of the applicable Grantor Collateral Agent in the a manner reasonably acceptable to the Collateral Agent.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral of such GrantorAgent has Control thereof. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Account Accounts or Commodity Contract, such Contracts each Grantor shall cause Control shall be accomplished by in favor of the applicable Grantor Collateral Agent in the a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor (x) with respect to an issuer that is a subsidiary, shall, and (y) with respect to an issuer that is not a subsidiary, shall use commercially reasonable efforts to, cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall use commercially reasonable efforts to ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent; provided, however, that such Control requirement shall not apply to any Letter of Credit Rights having a face amount of less than $500,000 individually or $2,500,000 in the aggregate. (d) With respect any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall use commercially reasonable efforts to ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $500,000 individually or $2,500,000 in the aggregate.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent (or its agent) has Control thereof; provided, however, that such Control requirement shall not apply to any (i) Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts for which the aggregate average monthly balance of all such Grantoraccounts is less than $500,000 or (ii) accounts specially and exclusively used for payroll, payroll tax and other employee wage and benefit payments. With respect to any such Deposit AccountSecurities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s (or its agent’s) Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which the Bank shall agree to comply with the Collateral Agent’s (or its agent’s) instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent (or its agent’s) in a manner reasonably acceptable to the Collateral Agent. Notwithstanding anything to the contrary in this Agreement or any other Secured Debt Document, the Collateral Agent shall only issue Entitlement Orders or instructions with respect to Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts upon the occurrence and during the continuance of a Third Lien Event of Default. (b) With respect to any Uncertificated Security included in the Collateral and issued by an issuer formed under the laws of the United States or any political subdivision thereof (other than any Uncertificated Securities credited to a Securities Account and the DPT LLC Interests), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit E B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree issuer agrees to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Uncertificated Security Entitlement to enter into an agreement substantially in the form of Exhibit F hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. ; provided, however, that the Collateral Agent shall only issue instructions with respect to such Uncertificated Security without the consent of such Grantor upon the occurrence and during the continuance of a Third Lien Event of Default. (c) With respect to any such Commodity Account Letter of Credit Rights with respect to a letter of credit drawable for an amount of $50,000 or Commodity Contract, such Control shall be accomplished by the applicable Grantor more and included in the manner reasonably acceptable Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent; provided, however, that the Collateral Agent shall only issue instructions with respect to such Letter of Credit Rights without the consent of such Grantor upon the occurrence and during the continuance of a Third Lien Event of Default. (d) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $25,000 individually or $50,000 in the aggregate.

Control Requirements. (a) Each With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (1) ensure that the Collateral Administrative Agent has Control thereof or (1) at the request of all the Administrative Agent at the direction of the Required Lenders, cause any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral over which the Grantor is unable to ensure that the Administrative Agent has Control to be moved to a depository institution or Securities Intermediary or financial institution as applicable, where such Control may be obtained; provided, however, that such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of such Grantorless than, or having funds or other assets credited thereto with a monthly average balance of less than, $500,000 individually or $3,000,000 in the aggregate. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Security Entitlements, such Control shall be accomplished by (i) the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent) ), pursuant to which such the Securities Intermediary shall agree to comply with the Collateral Administrative Agent’s Entitlement Orders without further consent by such Grantor, or (ii) at the request of the Administrative Agent, cause such Securities Accounts or Security Entitlements to be moved to a Securities Intermediary where such agreement may be obtained. With respect to any Deposit Account, each Grantor shall (i) cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Administrative Agent), pursuant to which the Bank shall agree to comply with the Administrative Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor, or (ii) at the request of the Administrative Agent at the direction of the Required Lenders, cause such Deposit Accounts to be moved to a depository institution where such agreement may be obtained. With respect to any Commodity Account Accounts or Commodity Contract, such Contracts each Grantor shall cause Control shall be accomplished by in favor of the applicable Grantor Administrative Agent in the a manner reasonably acceptable to the Administrative Agent in consultation with the Required Lenders. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall request the issuer of such Uncertificated Security, or, if the issuer of such Uncertificated Security is a Subsidiary of the Borrower, each Grantor shall cause such Subsidiary of the Borrower, to either (1) register the Administrative Agent as the registered owner thereof on the books and records of the issuer or (1) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Administrative Agent), pursuant to which such issuer agrees to comply with the Administrative Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) Each Grantor further agrees that it will not take any action, or permit any person over which Grantor has control to take action, that would cause any such Pledged Equity Interest that is not a Security to become a “Security” as defined in Article 8 of the Uniform Commercial Code of any State or the District of Columbia, unless such Pledged Equity Interest is evidenced by a Security Certificate which has been delivered (or is promptly delivered upon such Pledged Equity Interest that is not a Security becoming a Security) to the Administrative Agent indorsed in blank pursuant to Section 4.1(a) of this Agreement. (d) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Administrative Agent has a valid and perfected security interest), Grantor shall ensure that the Administrative Agent has Control thereof by using commercially reasonable efforts to obtain the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Administrative Agent. (e) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall use commercially reasonable efforts to ensure that the Administrative Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $250,000 individually or $1,000,000 in the aggregate.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any (i) Deposit Accounts with a value of such less than, or having funds or other assets credited thereto with a value of less than, $250,000 individually or $1,000,000 in the aggregate, Deposit Accounts specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Grantor’s employees, and Deposit Accounts specifically and exclusively used for cash collateral to secure letters of credit permitted under the Credit Agreement and (ii) Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $250,000 individually or $1,000,000 in the aggregate. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Account Accounts or Commodity Contract, such Contracts each Grantor shall cause Control shall be accomplished by in favor of the applicable Grantor Collateral Agent in the a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities constituting Collateral credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any Letter-of-Credit Rights included in the Collateral (other than any Letter-of-Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest) with a value in excess of $250,000 individually or $1,000,000 in the aggregate, the Grantor shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, the Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $5,000,000 in the aggregate.

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

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral Collateral, each Grantor shall ensure that the Bank has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of such Grantorless than, or having funds or other assets credited thereto with a value of less than, $100,000 individually or $500,000 in the aggregate. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor Grantor(s) causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral AgentBank) pursuant to which such the Securities Intermediary shall agree to comply with the Collateral AgentBank’s Entitlement Orders Orders, without further consent by such Grantor(s). With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Bank), pursuant to which the Bank shall agree to comply with the Bank’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any such Commodity Account Accounts or Commodity Contract, such Contracts each Grantor shall cause Control shall be accomplished by in favor of the applicable Grantor Bank in the a manner reasonably acceptable to the Bank. (b) With respect to any Uncertificated Security included in the Collateral Agent(other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Bank, as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Bank), pursuant to which such issuer agrees to comply with the Bank’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided that the Bank shall not issue any instructions except during the continuance of an Event of Default. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Bank has a valid and perfected security interest), each Grantor shall ensure that Bank has Control thereof (subject to the terms of the Intercreditor Agreement) by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Bank. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, each Grantor shall ensure that the Bank has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $100,000 individually or $500,000 in the aggregate. (e) Notwithstanding the foregoing, the Bank agrees with each Grantor that the Bank shall not give any instructions directing the disposition of funds or securities from time to time credited to any Deposit Accounts or Securities Accounts or withhold any rights from such Grantor with respect to funds from time to time credited to any Deposit Account or any securities held in any Securities Accounts unless an Event of Default has occurred and is continuing.

Control Requirements. (a) Each With respect to any Deposit Accounts, Securities Accounts and Security Entitlements included in the Collateral, each Grantor shall take all steps required or reasonably necessary to ensure that the Collateral Agent has Control of all thereof; provided, however, that such Control requirement shall not apply to any (i) Deposit Accounts (x) with a value of less than $500,000 individually or $1,000,000 in the aggregate or (y) used solely as a tax or payroll account, escrow account, trust account, flexible spending benefit account, and other than Excluded Accountssimilar accounts maintained for employee or employer liabilities in favor of an employee (including, without limitation, 401k contributions, employee stock purchase plan deductions and employee benefits), in each case maintained in the ordinary course of business consistent with past practices and (ii) Securities Accounts (or Security Entitlements with a value of less than, or having funds or other assets credited thereto with a value of less than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included $500,000 individually or $1,000,000 in the Collateral of such Grantoraggregate. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F hereto A (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such the Securities Intermediary shall agree agree, upon the occurrence and during the continuance of an Event of Default, to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such Commodity Account or Commodity Contract, such Control shall be accomplished by the applicable Grantor account to enter into an agreement substantially in the manner form of Exhibit B (or such other agreement in form and substance reasonably acceptable satisfactory to the Collateral Agent), pursuant to which the Bank shall agree, upon the occurrence and during the continuance of an Event of Default, to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the Issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the Issuer or (ii) execute an agreement substantially in the form of Exhibit F (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such Issuer agrees, upon the occurrence and during the continuance of an Event of Default, to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall take all steps required or reasonably necessary to ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent; provided, however, that such Control requirement shall not apply to any Letter of Credit Rights having a face amount of less than $1,000,000 individually or $2,000,000 in the aggregate. (d) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $2,000,000 in the aggregate.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of such Grantorless than, or having funds or other assets credited thereto with a value of less than, $500,000 individually or $1,000,000 in the aggregate. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Account Accounts or Commodity Contract, such Contracts each Grantor shall cause Control shall be accomplished by in favor of the applicable Grantor Collateral Agent in the a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security (other than any such issuer which is a Foreign Subsidiary or a Securitization Entity) to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any Letter of Credit Rights relating to letters of credit drawable for an amount of $5,000,000 or more included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral (other than any mortgage loans or consumer loans owned by any Grantor in the ordinary course of business), Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $500,000 individually or $1,000,000 in the aggregate.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent (or its agent) has Control thereof; provided, however, that such Control requirement shall not apply to any (i) Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts for which the aggregate average monthly balance of all such Grantoraccounts is less than $500,000 or (ii) accounts specially and exclusively used for payroll, payroll tax and other employee wage and benefit payments. With respect to any such Deposit AccountSecurities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s (or its agent’s) Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement in form and substance reasonably satisfactory to the Collateral Agent pursuant to which the Bank shall agree to comply with the Collateral Agent’s (or its agent’s) instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent (or its agent’s) in a manner reasonably acceptable to the Collateral Agent. Notwithstanding anything to the contrary in this Agreement or any other Secured Debt Document, the Collateral Agent shall only issue Entitlement Orders or instructions with respect to Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts upon the occurrence and during the continuance of a Second Lien Event of Default. (b) With respect to any Uncertificated Security included in the Collateral and issued by an issuer formed under the laws of the United States or any political subdivision thereof (other than any Uncertificated Securities credited to a Securities Account and the DPT LLC Interests), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit E B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree issuer agrees to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Uncertificated Security Entitlement to enter into an agreement substantially in the form of Exhibit F hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. ; provided, however, that the Collateral Agent shall only issue instructions with respect to such Uncertificated Security without the consent of such Grantor upon the occurrence and during the continuance of a Second Lien Event of Default. (c) With respect to any such Commodity Account Letter of Credit Rights with respect to a letter of credit drawable for an amount of $50,000 or Commodity Contract, such Control shall be accomplished by the applicable Grantor more and included in the manner reasonably acceptable Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent; provided, however, that the Collateral Agent shall only issue instructions with respect to such Letter of Credit Rights without the consent of such Grantor upon the occurrence and during the continuance of a Second Lien Event of Default. (d) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $25,000 individually or $50,000 in the aggregate.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any (i) Deposit Accounts that are used specifically and exclusively to fund payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of such a Grantor’s employees or (ii) Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $250,000 individually or $2,000,000 in the aggregate. With Except for Securities Accounts for which the Collateral Agent is the depository, with respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With Except for Deposit Accounts for which the Collateral Agent is the depository, with respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. Except for Commodity Account Accounts for which the Collateral Agent is the depository, with respect to any Commodity Accounts or Commodity Contract, such Contracts each Grantor shall cause Control shall be accomplished by in favor of the applicable Grantor Collateral Agent in the a manner reasonably acceptable to the Collateral Agent. If any Grantor fails to comply with this covenant with respect to Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts, such Grantor shall have twenty (20) days to either (i) transfer funds in an amount sufficient to bring such Grantor into compliance with this Section 4.2(a) from Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts or Commodity Contracts not covered by control agreements or maintained with the Collateral Agent to Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts covered by control agreements or maintained with the Collateral Agent or (ii) enter into one or more control agreements with the Collateral Agent and the depository institutions at which such Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts or Commodity Contracts are maintained in accordance with the provisions of this Section 4.2(a) such that Grantors will then be in compliance with this covenant. Failure to comply within such twenty (20) day period shall constitute an Event of Default. Notwithstanding anything to the contrary in this subsection (a), Collateral Agent shall only issue Entitlement Orders or instructions with respect to disposition of funds in Deposit Accounts or exercise Control over any Commodity Account, in each case without the consent of the applicable Grantor, upon the occurrence and during the continuance of an Event of Default. (b) With respect to any Uncertificated Security included in the Collateral and issued by an issuer formed under the laws of the United States or any political subdivision thereof (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided, however, that Collateral Agent shall only issue instructions with respect to such Uncertificated Security without the consent of such Grantor upon the occurrence and during the continuance of an Event of Default. (c) With respect to any Letter of Credit Rights included in the Collateral having an individual value over $250,000 (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $100,000 individually or $250,000 in the aggregate.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all Deposit Accounts (other than Excluded With respect to any Securities Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral of such GrantorCollateral, each Grantor shall ensure that Administrative Agent has Control thereof. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent) pursuant to which such the Securities Intermediary shall agree to comply with the Collateral Administrative Agent’s Entitlement Orders without further consent by such Grantor; provided, however, that Administrative Agent agrees not to issue any Entitlement Orders with respect to any Securities Account or Security Entitlement until the occurrence and during the continuance of an Event of Default. No control agreements in respect of any Deposit Accounts shall be required to be entered into or delivered to the Administrative Agent. (b) With respect to any such Commodity Account or Commodity Contract, such Control shall be accomplished by the applicable Grantor Uncertificated Security included in the manner Collateral (other than any Uncertificated Securities credited to a Securities Account and any money market mutual funds), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register Administrative Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably acceptable satisfactory to the Collateral Administrative Agent), pursuant to which such issuer agrees to comply with Administrative Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral of such Grantor. With respect to Collateral, each Grantor shall, within the time period specified in the Indenture for any such Deposit Investment Account, Commodity Contracts and Security Entitlement existing on the Issue Date, and within 90 days of the opening of any such Control shall be accomplished by Investment Account, Commodity Contracts and Security Entitlement after the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to Issue Date, ensure that the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other PersonAgent has Control thereof. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which , within the time periods as specified in the preceding sentence, so that any such Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any such Commodity Account or Commodity ContractDeposit Account, such Control shall be accomplished by each Grantor shall, within the applicable Grantor time periods specified in the manner first sentence of this Section 4.2(a), cause the depositary institution maintaining such account to enter into an agreement in substance reasonably acceptable satisfactory to the Collateral Agent pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. (b) With respect to any Uncertificated Security with a Fair Market Value in excess of $500,000, included in the Collateral (other than any Uncertificated Securities credited to a Securities Account) each Grantor shall cause the issuer of such Uncertificated Security to either promptly (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto pursuant to which such issuer shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Uncertificated Security without further consent by such Grantor. (c) With respect to any Letter of Credit Rights with a Fair Market Value in excess of $500,000 included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), each Grantor shall use its commercially reasonable efforts to obtain the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect any Electronic Chattel Paper with a Fair Market Value in excess of $500,000 or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, each Grantor shall use commercially reasonable efforts to ensure that the Collateral Agent has Control thereof.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral of such GrantorTrustee has Control thereof. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F B (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee) pursuant to which the Securities Intermediary shall agree to comply with the Collateral Trustee’s Entitlement Orders without further consent by such Grantor upon a Secured Debt Event of Default. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit B (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee), pursuant to which the Bank shall agree to comply with the Collateral Trustee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor upon a Secured Debt Event of Default. With respect to any Commodity Accounts or Commodity Contracts, such Control shall be accomplished by the Grantor causing the Commodity Intermediary maintaining such Commodity Account or Commodity Contract to enter into an agreement substantially in the form of Exhibit B with appropriate revisions relating to Commodity Accounts and Commodity Contracts (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee) pursuant to which the Commodity Intermediary shall agree to comply with the Collateral Trustee’s instructions without further consent by such Grantor upon a Secured Debt Event of Default. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Trustee as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) Trustee), pursuant to which such Securities Intermediary shall agree issuer agrees to comply with the Collateral AgentTrustee’s Entitlement Orders instructions with respect to such Uncertificated Security without further consent by such Grantor. . (c) With respect to any such Commodity Account or Commodity Contract, such Control shall be accomplished by the applicable Grantor material Letter-of-Credit Rights included in the manner reasonably acceptable Collateral (other than any Letter-of-Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Trustee has a valid and perfected security interest), each Grantor shall ensure that the Collateral Trustee has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral AgentTrustee. (d) With respect any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, each Grantor shall ensure that the Collateral Trustee has Control thereof.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral Collateral, each Grantor shall ensure that the Bank has Control thereof ; provided, however, that such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of such Grantorless than, or having funds or other assets credited thereto with a value of less than, $100,000 individually or $500,000 in the aggregate. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor Grantor(s) causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral AgentBank) pursuant to which such the Securities Intermediary shall agree to comply with the Collateral AgentBank’s Entitlement Orders Orders, without further consent by such Grantor(s). With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Bank), pursuant to which the Bank shall agree to comply with the Bank’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any such Commodity Account Accounts or Commodity Contract, such Contracts each Grantor shall cause Control shall be accomplished by in favor of the applicable Grantor Bank in the a manner reasonably acceptable to the Bank. (b) With respect to any Uncertificated Security included in the Collateral Agent(other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Bank, as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Bank), pursuant to which such issuer agrees to comply with the Bank’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided that the Bank shall not issue any instructions except during the continuance of an Event of Default. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Bank has a valid and perfected security interest), each Grantor shall ensure that Bank has Control thereof (subject to the terms of the Intercreditor Agreement) by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Bank. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, each Grantor shall ensure that the Bank has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $100,000 individually or $500,000 in the aggregate. (e) Notwithstanding the foregoing, the Bank agrees with each Grantor that the Bank shall not give any instructions directing the disposition of funds or securities from time to time credited to any Deposit Accounts or Securities Accounts or withhold any rights from such Grantor with respect to funds from time to time credited to any Deposit Account or any securities held in any Securities Accounts unless an Event of Default has occurred and is continuing.

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

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof, subject to Section 6.4 of such Grantorthe Loan Agreement. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, subject to Section 6.4 of the Loan Agreement, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Account Accounts or Commodity Contract, such Contracts each Grantor shall cause Control shall be accomplished by in favor of the applicable Grantor Collateral Agent in the a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Agent has Control thereof.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that (i) such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of such Grantorless than, or having funds or other assets credited thereto with a value of less than, $500,000 individually or $1,000,000 in the aggregate and (ii) notwithstanding anything in this Agreement or any other Loan Document to the contrary, in no event shall the Collateral Agent deliver Entitlement Orders or other instructions to any Securities Intermediary or depositary institution unless an Event of Default has occurred and is Continuing. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Security Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Account Accounts or Commodity Contract, such Contracts each Grantor shall cause Control shall be accomplished by in favor of the applicable Grantor Collateral Agent in the a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security (other than any such issuer which is a Foreign Subsidiary or a Securitization Entity) to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor which instructions shall only be given upon the occurrence and during the Continuance of an Event of Default. (c) With respect to any Letter of Credit Rights relating to letters of credit drawable for an amount of $5,000,000 or more included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral (other than any mortgage loans or consumer loans owned by any Grantor in the ordinary course of business), Grantor shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $500,000 individually or $1,000,000 in the aggregate.

Control Requirements. (a) Each Grantor shall ensure that the Collateral Agent has Control of all With respect to any Deposit Accounts (other than Excluded Accounts), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall use commercially reasonable efforts to ensure that the Collateral of such GrantorTrustee has Control thereof. With respect to any such Deposit Account, such Control shall be accomplished by the applicable Grantor causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing using commercially reasonable efforts to cause the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit F C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral AgentTrustee) pursuant to which such the Securities Intermediary shall agree to comply with the Collateral AgentTrustee’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall use commercially reasonable efforts to cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee), pursuant to which the Bank shall agree to comply with the Collateral Trustee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Account Accounts or Commodity Contract, such Contracts each Grantor shall use commercially reasonable efforts to cause Control shall be accomplished by in favor of the applicable Grantor Collateral Trustee in the a manner reasonably acceptable to the Collateral AgentTrustee. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Trustee as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee), pursuant to which such issuer agrees to comply with the Collateral Trustee’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Trustee has a valid and perfected security interest), Grantor shall ensure that Collateral Trustee has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Trustee. (d) With respect any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall ensure that the Collateral Trustee has Control thereof.

Control Requirements. (a) Each With respect to (A) all Deposit Accounts, Securities Accounts, Security Entitlements and Commodity Accounts (including Commodity Contracts maintained therein), in each case, constituting First Lien Collateral that is subject to Control of the First Lien Collateral Agent on the Closing Date, each Grantor shall use commercially reasonable efforts to ensure that within forty-five (45) days after the Closing Date such Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts are subject to the Control of the Collateral Agent in accordance with this Section 4.2(a) (and, to the extent that the Collateral Agent does not have Control over any such Collateral by such date, each Grantor shall continue to use commercially reasonable efforts to cause such Collateral to become subject to the Control of the Collateral Agent as soon as practicable thereafter) and (B) all Deposit Accounts, Securities Accounts, Security Entitlements and Commodity Accounts (including Commodity Contracts maintained therein), in each case, having a value in excess of $1,000,000 individually or $2,000,000 in the aggregate which become Collateral hereunder after the Closing Date, each Grantor shall ensure that the Collateral Agent has Control thereof not later than forty-five (45) days after such Deposit Account, Securities Account, Securities Entitlement, Commodity Account or Commodity Contract became Collateral hereunder (and, to the extent that the Collateral Agent does not have Control over any such Collateral by such date, each Grantor shall continue to use commercially reasonable efforts to cause such Collateral to become subject to the Control of all the Collateral Agent as soon as practicable thereafter); provided, however, that, in the case of clause (B), such Control requirements shall not apply to (i) any such Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Grantor’s salaried employees, (other than ii) any trust or fiduciary account that is specifically designated as such or (iii) any such account, Security Entitlement or Commodity Account having a value at all times after the Closing Date not in excess of $1,000,000 individually or $2,000,000 in the aggregate (such accounts, “Excluded Accounts”), Securities Accounts (other than Excluded Accounts), Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral of such Grantor. With respect to any such Deposit Securities Accounts or Securities Entitlements other than an Excluded Account, such Control shall be accomplished by the applicable Grantors by causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent, a “Securities Account Control Agreement”) with the Collateral Agent pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor (but subject to the exclusive right of the First Lien Collateral Agent to give Entitlement Orders prior to the Discharge of First Lien Obligations). With respect to any Deposit Account other than an Excluded Account, such Control shall be accomplished by the Grantors by causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent, a “Deposit Account Control Agreement”) with the Collateral Agent pursuant to which the depositary institution shall agree to comply with the Collateral Agent’s instructions with respect to the disposition of funds in the Deposit Account without further consent by such Grantor (but subject to the exclusive right of the First Lien Collateral Agent to give such instructions prior to the Discharge of First Lien Obligations). With respect to any Commodity Accounts or Commodity Contracts other than an Excluded Account, each Grantor shall cause the Collateral Agent to have Control thereof in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such depositary institution shall agree issuer agrees to comply with the Collateral Agent’s (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent’s) instructions with respect to disposition of funds from time to time in such Deposit Account without further consent by such Grantor or any other Person. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor causing the Securities Intermediary maintaining such Securities Account or Uncertificated Security Entitlement to enter into an agreement substantially in the form of Exhibit F hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which such Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. . (c) With respect to any such Commodity Account Letter of Credit Rights having a value in excess of $1,000,000 individually or Commodity Contract, such Control shall be accomplished by the applicable Grantor $3,000,000 in the manner reasonably acceptable aggregate included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for any Collateral in which the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) has a valid and perfected security interest), Grantor shall use its commercially reasonable efforts to ensure that Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent).