Common use of Priority of Lien Clause in Contracts

Priority of Lien. Intermediary hereby (i) acknowledges that it has received notice of the existence of (a) a Security Agreement dated as of March 7, 2011 (the “ABL Security Agreement”) among, inter alios, First Lien Collateral Agent and Customer, pursuant to which Customer has granted a security interest to First Lien Collateral Agent on behalf of the First Lien Secured Parties in the Securities Account and (b) a Security Agreement dated as of March 7, 2011 (the “Term Loan Security Agreement”, and together with the ABL Security Agreement, the “Security Agreements”) among, inter alios, Second Lien Collateral Agent and Customer, pursuant to which Customer has granted a security interest to Second Lien Collateral Agent on behalf of the Second Lien Secured Parties in the Securities Account and (ii) recognizes the security interest granted therein to the Secured Parties in the Collateral by Customer. Intermediary hereby confirms that the Securities Account is a cash Securities Account and that it will not advance any margin or other credit to Customer therein, either directly or by allowing it to trade in instruments such as options and commodities contracts that create similar obligations, nor hypothecate any securities carried in the Securities Account. Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff it may have against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account and agrees that, except for payment of (i) its customary fees and commission pursuant to the Account Agreement and its customary fees and (ii) the amount of payment owed to Intermediary for open trade commitments with respect to the Securities Account, it will not assert any such lien, encumbrance, claim or right against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account. Intermediary will not agree with any person other than a Collateral Agent party hereto or, subject to the terms hereof, the Customer that Intermediary will comply with entitlement orders concerning the Securities Account originated by such other person.

Priority of Lien. Securities Intermediary hereby (i) acknowledges that it has received notice of the existence of (a) a Security Agreement dated as of March 7, 2011 (the “ABL Security Agreement”) among, inter alios, First Lien Collateral Agent and Customer, pursuant to which Customer has granted a security interest to First Lien Collateral Agent on behalf of the First Lien Secured Parties in the Securities Account and (b) a Security Agreement dated as of March 7, 2011 (the “Term Loan Security Agreement”, and together with the ABL Security Agreement, the “Security Agreements”) among, inter alios, Second Lien Collateral Agent and Customer, pursuant to which Customer has granted a security interest to Second Lien Collateral Agent on behalf of the Second Lien Secured Parties in the Securities Account and (ii) recognizes the security interest granted therein to the Secured Parties in the Collateral Party (on behalf of itself and any Agented Lender and their Related Parties) by CustomerPledgor. Intermediary hereby confirms that the Securities Account is a cash Securities Account and that it will not advance any margin or other credit to Customer therein, either directly or by allowing it to trade in instruments such as options and commodities contracts that create similar obligations, nor hypothecate any securities carried in the Securities Account. Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff it may have against the Securities Account or any financial asset carried in in, or credited to, the Securities Account or any credit balance in the Securities Account and agrees that, except for payment of (i) its customary fees and commission pursuant charges relating to the Account Agreement and its customary (including overdraft fees and (iireimbursement of amounts advanced to settle authorized transactions for the Account) the in an aggregate amount of payment owed not to Intermediary for open trade commitments with respect to the Securities Accountexceed $100,000, it will shall not assert any such lien, encumbrance, claim or right against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account. Securities Intermediary will (i) shall not agree enter into any agreement with any person other than a Collateral Agent third party hereto or, subject to the terms hereof, the Customer that (x) provides that Securities Intermediary will shall comply with entitlement orders concerning the Securities Account originated by such third party or (y) purports to limit or condition the obligation of Securities Intermediary to comply with Written Instructions, including entitlement orders, originated by Secured Party hereunder without the prior written consent of Pledgor, and (ii) represents and warrants to Secured Party that it has made no agreement of the type set forth in clause (i). For the avoidance of doubt, Securities Intermediary’s security interest in and lien on the Account and the Collateral set forth in this Section 6 shall not secure any amounts owed by Pledgor to Securities Intermediary pursuant to any other personagreement between Pledgor and Securities Intermediary.

Priority of Lien. Intermediary Broker hereby (i) acknowledges that it has received notice of the existence of (a) a Security Agreement dated as of March 7, 2011 (the “ABL Security Agreement”) among, inter alios, First Lien Collateral Agent and Customer, pursuant to which Customer has granted a security interest to First Lien Collateral Agent on behalf of the First Lien Secured Parties in the Securities Account and (b) a Security Agreement dated as of March 7, 2011 (the “Term Loan Security Agreement”, and together with the ABL Security Agreement, the “Security Agreements”) among, inter alios, Second Lien Collateral Agent and Customer, pursuant to which Customer has granted a security interest to Second Lien Collateral Agent on behalf of the Second Lien Secured Parties in the Securities Account and (ii) recognizes the security interest granted therein to Administrative Agent for the benefit of the Secured Parties in the Collateral by CustomerDebtor. Intermediary Broker hereby confirms that the Securities Account is a cash Securities Account account and that it will not advance any margin or other credit to Customer Debtor therein, either directly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account, or by allowing it Debtor to trade in instruments such as options and commodities contracts that create similar obligations, nor hypothecate any securities carried in the Securities Account. Intermediary Broker hereby waives subordinates, to Administrative Agent's security interest in the Account and releases to the payment and performance of all obligations and liabilities of Debtor to any of the Secured Parties secured by the Account, all liens, encumbrances, claims and rights of setoff or recoupment it may have against the Securities Account or any financial asset carried property in the Securities Account or any credit balance in the Securities Account and agrees that, except for payment of (i) its customary fees and commission commissions pursuant to its agreement with Debtor pertaining to the Account Agreement (the "Customer Agreement") and its customary fees and (ii) for payment of the amount purchase price of payment owed to Intermediary property purchased for open trade commitments the Account in compliance with respect to the Securities Accountthis Agreement, it will not assert any such lien, encumbrance, claim or right against the Securities Account or any financial asset carried property in the Securities Account or any credit balance in the Securities Account. Intermediary In the event that, notwithstanding the foregoing subordination, Broker shall receive any cash or other property in respect of any subordinated claim, lien, or right, Broker shall hold such cash or other property in trust for Administrative Agent and, pending delivery thereof to Administrative Agent, maintain such cash or other property in a segregated account. Broker will not agree with any person other than a Collateral Agent third party hereto or, subject to the terms hereof, the Customer that Intermediary Broker will comply with entitlement orders concerning the Securities Account originated by such other personthird party without the prior written consent of Administrative Agent and Debtor.

Priority of Lien. Intermediary The Company hereby (i) acknowledges that it has received notice grants to the Trustee for the benefit of the existence holders of (a) the Notes, to secure obligations of the Company under the Notes, a Security Agreement dated as first priority security interest in the Account, all financial assets carried therein, any free credit balance therein and any and all proceeds of March 7, 2011 the foregoing (the “ABL Security Agreement”) among, inter alios, First Lien Collateral Agent and Customer, pursuant "COLLATERAL"). Securities Intermediary consents to which Customer has granted a such security interest to First Lien Collateral Agent on behalf of the First Lien Secured Parties in the interest. Securities Account and (b) a Security Agreement dated as of March 7, 2011 (the “Term Loan Security Agreement”, and together with the ABL Security Agreement, the “Security Agreements”) among, inter alios, Second Lien Collateral Agent and Customer, pursuant to which Customer has granted a security interest to Second Lien Collateral Agent on behalf of the Second Lien Secured Parties in the Securities Account and (ii) recognizes the security interest granted therein to the Secured Parties in the Collateral by Customer. Intermediary hereby confirms that the Securities Account is a cash Securities Account and that it will not advance any margin or other credit to Customer the Company therein, either directly or indirectly by allowing it to trade executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account or by executing trades in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Securities Account. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff it Securities Intermediary may have against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account and agrees that, except for payment of (i) its customary fees and commission pursuant to the Account Agreement and its customary fees and (ii) the amount of payment owed to Intermediary for open trade commitments with respect to the Securities Accountcommissions, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account. Securities Intermediary will not agree with any person other than a Collateral Agent third party hereto or, subject to the terms hereof, the Customer that Securities Intermediary will comply with entitlement orders concerning the Securities Account originated by such other personthird party without the prior written consent of Trustee and the Company. The Company represents and warrants that, except for the security interest granted to the Trustee hereby, the Company owns the Collateral free and clear of any and all liens and claims of others.

Priority of Lien. Intermediary Debtor hereby (i) acknowledges that it has received notice of the existence of (a) a Security Agreement dated as of March 7, 2011 (the “ABL Security Agreement”) among, inter alios, First Lien Collateral Agent and Customerconfirms that, pursuant to which Customer the Security Agreement, Debtor has granted to [US/Canadian] Collateral Agent for the benefit of itself and the other Secured Parties a security interest to First Lien Collateral Agent on behalf of the First Lien Secured Parties in the Securities Account and (b) a Security Agreement dated as of March 7, 2011 (the “Term Loan Security Agreement”, and together with the ABL Security Agreement, the “Security Agreements”) among, inter alios, Second Lien Collateral Agent and Customer, pursuant to which Customer has granted a security interest to Second Lien Collateral Agent on behalf of the Second Lien Secured Parties in the all Assets therein. Securities Account and (ii) recognizes the security interest granted therein Intermediary consents to the Secured Parties in the Collateral by Customerforegoing security interest. Securities Intermediary hereby confirms that the Securities Account is a cash Securities Account account and that it will not advance any margin or other credit to Customer Debtor therein, either directly or indirectly, by allowing it to trade executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account or by executing trades in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Securities Account. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and claims, rights of setoff it and any other rights Securities Intermediary may at any time have by agreement, operation of law or otherwise against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account and agrees that, except for payment of (i) its customary fees and commission commissions pursuant to the Account Agreement and its customary fees and (ii) the amount of payment owed to Intermediary for open trade commitments with respect to the Securities AccountCustomer Agreement, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account. Securities Intermediary has not and will not (i) agree with any person other than a Collateral Agent third party hereto or, subject to the terms hereof, the Customer that Securities Intermediary will comply with entitlement orders (as defined in Section 8-102(a)(8) of the Code) or instructions (within the meaning of Section 9-104 of the Code) concerning the Securities Account originated by such other personthird party or (ii) enter into any agreement purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders or instructions.

Priority of Lien. Intermediary Company hereby (i) acknowledges that it has received notice grants to Trustee for the benefit of the existence holders of (a) a Security Agreement dated as of March 7, 2011 (the “ABL Security Agreement”) among, inter alios, First Lien Collateral Agent and Customer, pursuant to which Customer has granted Notes a security interest to First Lien Collateral Agent on behalf of the First Lien Secured Parties in the Account, all financial assets carried therein and any free credit balance therein. Securities Account and (b) a Security Agreement dated as of March 7, 2011 (the “Term Loan Security Agreement”, and together with the ABL Security Agreement, the “Security Agreements”) among, inter alios, Second Lien Collateral Agent and Customer, pursuant Intermediary consents to which Customer has granted a such security interest to Second Lien Collateral Agent on behalf of the Second Lien Secured Parties in the interest. Securities Account and (ii) recognizes the security interest granted therein to the Secured Parties in the Collateral by Customer. Intermediary hereby confirms that the Securities Account is a cash Securities Account account and that it will not advance any margin or other credit to Customer Company therein, either directly or indirectly by allowing it to trade executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account or by executing trades in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Securities Account. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff it Securities Intermediary may have against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account and agrees that, except for payment of (i) its customary fees and commission commissions pursuant to the Account Agreement and its customary fees and (ii) the amount of payment owed to Intermediary for open trade commitments with respect to the Securities AccountCustomer Agreement, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account. Securities Intermediary will not agree with any person other than a Collateral Agent third party hereto or, subject to the terms hereof, the Customer that Securities Intermediary will comply with entitlement orders concerning the Securities Account originated by such other personthird party without the prior written consent of Trustee and Company.

Priority of Lien. Securities Intermediary hereby (i) acknowledges that it has received notice of the existence of (a) a the Security Agreement dated as and of March 7, 2011 (the “ABL Security Agreement”) among, inter alios, First Lien Collateral Agent and Customer, pursuant to which Customer has granted a security interest to First Lien Collateral Agent on behalf of the First Lien Secured Parties Creditor in the Securities Account and (b) a Security Agreement dated as of March 7, 2011 (the “Term Loan Security Agreement”, and together with the ABL Security Agreement, the “Security Agreements”) among, inter alios, Second Lien Collateral Agent and Customer, pursuant to which Customer has granted a security interest to Second Lien Collateral Agent on behalf of the Second Lien Secured Parties in the Securities Account and (ii) recognizes the security interest granted therein to the Secured Parties in the Collateral Creditor by CustomerEntitlement Holder. Securities Intermediary hereby confirms that the Securities Account is a cash Securities Account and that it will not advance any margin or other credit to Customer Entitlement Holder therein, either directly or by allowing it to trade in instruments such as options and commodities contracts that create similar obligations, nor hypothecate any securities carried in the Securities Account. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff it may have against the Securities Account or of any financial asset carried in the Securities Account or any credit balance in the Securities Account and agrees that, except for payment of (i) its customary fees and commission pursuant to the Account Agreement and its customary fees and (ii) the amount of payment owed to Intermediary for open trade commitments with respect to the Securities AccountCustomer Agreement, it will not assert any such lien, encumbrance, claim or right against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account. Securities Intermediary will not agree with any person other than a Collateral Agent third party hereto or, subject to the terms hereof, the Customer that Securities Intermediary will comply with entitlement orders concerning the Securities Account originated by such other personthird party without the prior written consent of Creditor and Entitlement Holder.

Priority of Lien. Intermediary Debtor hereby (i) acknowledges that it has received notice grants to each of Senior Secured Party for the existence benefit of (a) a Security Agreement dated as Lenders and Junior Secured Party for the benefit of March 7itself, 2011 (the “ABL Security Agreement”) among, inter alios, First Lien Collateral Agent Trustee and Customer, pursuant to which Customer has granted the Noteholders a security interest to First Lien Collateral Agent on behalf of the First Lien Secured Parties in the Account, all financial assets carried therein and any free credit balance therein. Securities Account and (b) a Security Agreement dated as of March 7, 2011 (the “Term Loan Security Agreement”, and together with the ABL Security Agreement, the “Security Agreements”) among, inter alios, Second Lien Collateral Agent and Customer, pursuant Intermediary consents to which Customer has granted a each such security interest to Second Lien Collateral Agent on behalf of the Second Lien Secured Parties in the interest. Securities Account and (ii) recognizes the security interest granted therein to the Secured Parties in the Collateral by Customer. Intermediary hereby confirms that the Securities Account is a cash Securities Account account and that it will not advance any margin or other credit to Customer Debtor therein, either directly or indirectly by allowing it to trade executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account or by executing trades in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Securities Account. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff it Securities Intermediary may have against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account and agrees that, except for payment of (i) its customary fees and commission commissions pursuant to the Account Agreement and its customary fees and (ii) the amount of payment owed to Intermediary for open trade commitments with respect to the Securities AccountCustomer Agreement, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account. Securities Intermediary will not agree with any person other than a Collateral Agent third party hereto or, subject to the terms hereof, the Customer that Securities Intermediary will comply with entitlement orders concerning the Securities Account originated by such other personthird party without the prior written consent of each Secured Party and Debtor.

Priority of Lien. Securities Intermediary hereby (i) acknowledges that it has received notice of the existence of (a) a Security the Cash Collateral Agreement dated as and of March 7, 2011 (the “ABL Security Agreement”) among, inter alios, First Lien Collateral Agent and Customer, pursuant to which Customer has granted a security interest to First Lien Collateral Agent on behalf of the First Lien Secured Parties Party in the Securities Account and (b) a Security Agreement dated as of March 7, 2011 (the “Term Loan Security Agreement”, and together with the ABL Security Agreement, the “Security Agreements”) among, inter alios, Second Lien Collateral Agent and Customer, pursuant to which Customer has granted a security interest to Second Lien Collateral Agent on behalf of the Second Lien Secured Parties in the Securities Account and (ii) recognizes the security interest granted therein to the Secured Parties in the Collateral Party by CustomerGrantor. Securities Intermediary hereby confirms that the Securities Account is a cash Securities Account and that it will not advance any margin or other credit to Customer Grantor therein, either directly or by allowing it to trade in instruments such as options and commodities contracts that create similar obligations, nor hypothecate any securities carried in the Securities Account. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff it may have against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account and agrees that, except for payment of (i) its customary fees and commission commissions pursuant to the Account Agreement and its customary fees and (ii) the amount of payment owed to Intermediary for open trade commitments with respect to the Securities AccountCustomer Agreement, it will not assert any such lien, encumbrance, claim or right against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account. Securities Intermediary will not agree with any person other than a Collateral Agent third party hereto or, subject to the terms hereof, the Customer that Securities Intermediary will comply with entitlement orders concerning the Securities Account originated by such other personthird party without the prior written consent of Secured Party and Grantor.

Priority of Lien. Securities Intermediary hereby (i) acknowledges that it has received notice of the existence of (a) a Security the Cash Collateral Agreement dated as and of March 7, 2011 (the “ABL Security Agreement”) among, inter alios, First Lien Collateral Agent and Customer, pursuant to which Customer has granted a security interest to First Lien Collateral Agent on behalf of the First Lien Secured Parties Party in the Securities Account and (b) a Security Agreement dated as of March 7, 2011 (the “Term Loan Security Agreement”, and together with the ABL Security Agreement, the “Security Agreements”) among, inter alios, Second Lien Collateral Agent and Customer, pursuant to which Customer has granted a security interest to Second Lien Collateral Agent on behalf of the Second Lien Secured Parties in the Securities Account and (ii) recognizes the security interest granted therein to the Secured Parties in the Collateral Party by CustomerGrantor. Securities Intermediary hereby confirms that the Securities Account is a cash Securities Account and that it will not advance any margin or other credit sell financial assets to Customer thereinGrantor on margin, either directly or by allowing it to trade in instruments such as options and commodities contracts that create similar obligations, nor hypothecate any securities carried in the Securities Account. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff it may have against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account and agrees that, except for payment of (i) its customary fees and commission commissions pursuant to the Account Agreement and its customary fees and (ii) the amount of payment owed to Intermediary for open trade commitments with respect to the Securities AccountCustody Agreement, it will not assert any such lien, encumbrance, claim or right against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account. Securities Intermediary will not agree with any person other than a Collateral Agent third party hereto or, subject to the terms hereof, the Customer that Securities Intermediary will comply with entitlement orders concerning the Securities Account originated by such other personthird party without the prior written consent of Secured Party and Grantor.

Priority of Lien. Securities Intermediary hereby (i) acknowledges that it has received notice of the existence of (a) a the Security Agreement dated as and of March 7, 2011 (the “ABL Security Agreement”) among, inter alios, First Lien Collateral Agent and Customer, pursuant to which Customer has granted a security interest to First Lien Collateral Agent on behalf of the First Lien Secured Parties Party in the Securities Account and (b) a Security Agreement dated as of March 7, 2011 (the “Term Loan Security Agreement”, and together with the ABL Security Agreement, the “Security Agreements”) among, inter alios, Second Lien Collateral Agent and Customer, pursuant to which Customer has granted a security interest to Second Lien Collateral Agent on behalf of the Second Lien Secured Parties in the Securities Account and (ii) recognizes the security interest granted therein to the Secured Parties in the Collateral Party by CustomerGrantor. Securities Intermediary hereby confirms that the Securities Account is a cash Securities Account and that it will not advance any margin or other credit to Customer Grantor therein, either directly or by allowing it to trade in instruments such as options and commodities contracts that create similar obligations, nor hypothecate any securities carried in the Securities Account. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff it may have against the Securities Account or of any financial asset carried in the Securities Account or any credit balance in the Securities Account and agrees that, except for payment of (i) its customary fees and commission pursuant to the Account Agreement and its customary fees and (ii) the amount of payment owed to Intermediary for open trade commitments with respect to the Securities AccountCustomer Agreement, it will not assert any such lien, encumbrance, claim or right against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account. Securities Intermediary will not agree with any person other than a Collateral Agent third party hereto or, subject to the terms hereof, the Customer that Securities Intermediary will comply with entitlement orders concerning the Securities Account originated by such other personthird party without the prior written consent of Secured Party and Grantor.

Priority of Lien. Intermediary The Company hereby (i) acknowledges that it has received notice grants to the Trustee for the benefit of the existence holders of (a) a Security Agreement dated as of March 7, 2011 (the “ABL Security Agreement”) among, inter alios, First Lien Collateral Agent and Customer, pursuant to which Customer has granted Notes a security interest to First Lien Collateral Agent on behalf of the First Lien Secured Parties in the Account, all financial assets carried therein and any free credit balance therein. Securities Account and (b) a Security Agreement dated as of March 7, 2011 (the “Term Loan Security Agreement”, and together with the ABL Security Agreement, the “Security Agreements”) among, inter alios, Second Lien Collateral Agent and Customer, pursuant Intermediary consents to which Customer has granted a such security interest to Second Lien Collateral Agent on behalf of the Second Lien Secured Parties in the interest. Securities Account and (ii) recognizes the security interest granted therein to the Secured Parties in the Collateral by Customer. Intermediary hereby confirms that the Securities Account is a cash Securities Account account and that it will not advance any margin or other credit to Customer the Company therein, either directly or indirectly by allowing it to trade executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account or by executing trades in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Securities Account. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff it Securities Intermediary may have against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account and agrees that, except for payment of (i) its customary fees and commission commissions pursuant to the Account Agreement and its customary fees and (ii) the amount of payment owed to Intermediary for open trade commitments with respect to the Securities AccountCustomer Agreement, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Securities Account or any financial asset carried in the Securities Account or any credit balance in the Securities Account. Securities Intermediary will not agree with any person other than a Collateral Agent third party hereto or, subject to the terms hereof, the Customer that Securities Intermediary will comply with entitlement orders concerning the Securities Account originated by such other personthird party without the prior written consent of Trustee and the Company.

Priority of Lien. Intermediary Broker hereby (i) acknowledges that it has received notice of the existence of (a) a Security Agreement dated as of March 7, 2011 (the “ABL Security Agreement”) among, inter alios, First Lien Collateral Agent and Customer, pursuant to which Customer has granted a security interest to First Lien Collateral Agent on behalf of the First Lien Secured Parties in the Securities Account and (b) a Security Agreement dated as of March 7, 2011 (the “Term Loan Security Agreement”, and together with the ABL Security Agreement, the “Security Agreements”) among, inter alios, Second Lien Collateral Agent and Customer, pursuant to which Customer has granted a security interest to Second Lien Collateral Agent on behalf of the Second Lien Secured Parties in the Securities Account and (ii) recognizes the security interest granted therein to Lender for the benefit of the Secured Parties in the Collateral by CustomerDebtor. Intermediary Broker hereby confirms that the Securities Account is a cash Securities Account account and that it will not advance any margin or other credit to Customer Debtor therein, either directly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account, or by allowing it Debtor to trade in instruments such as options and commodities contracts that create similar obligations, nor hypothecate any securities carried in the Securities Account. Intermediary Broker hereby waives subordinates, to Lender’s security interest in the Account and releases to the payment and performance of all obligations and liabilities of Debtor to any of the Secured Parties secured by the Account, all liens, encumbrances, claims and rights of setoff or recoupment it may have against the Securities Account or any financial asset carried property in the Securities Account or any credit balance in the Securities Account and agrees that, except for payment of (i) its customary fees and commission commissions pursuant to its agreement with Debtor pertaining to the Account Agreement (the “Customer Agreement”) and its customary fees and (ii) for payment of the amount purchase price of payment owed to Intermediary property purchased for open trade commitments the Account in compliance with respect to the Securities Accountthis Agreement, it will not assert any such lien, encumbrance, claim or right against the Securities Account or any financial asset carried property in the Securities Account or any credit balance in the Securities Account. Intermediary In the event that, notwithstanding the foregoing subordination, Broker shall receive any cash or other property in respect of any subordinated claim, lien, or right, Broker shall hold such cash or other property in trust for Lender and, pending delivery thereof to Lender, maintain such cash or other property in a segregated account. Broker will not agree with any person other than a Collateral Agent third party hereto or, subject to the terms hereof, the Customer that Intermediary Broker will comply with entitlement orders concerning the Securities Account originated by such other personthird party without the prior written consent of Lender and Debtor.

Priority of Lien. Securities Intermediary hereby (i) acknowledges that it has received notice of the existence of (a) a Security Agreement dated as of March 7, 2011 (the “ABL Security Agreement”) among, inter alios, First Lien Collateral Agent and Customer, pursuant to which Customer has granted a security interest to First Lien Collateral Agent on behalf of the First Lien Secured Parties in the Securities Account and (b) a Security Agreement dated as of March 7, 2011 (the “Term Loan Security Agreement”, and together with the ABL Security Agreement, the “Security Agreements”) among, inter alios, Second Lien Collateral Agent and Customer, pursuant to which Customer has granted a security interest to Second Lien Collateral Agent on behalf of the Second Lien Secured Parties in the Securities Account and (ii) recognizes the security interest granted therein to the Secured Parties Lessor by the Lessee in the Cash Collateral by Customer. Intermediary hereby confirms that the Securities Account is a cash Securities Account and that it will not advance any margin or other credit to Customer therein, either directly or by allowing it to trade in instruments such as options and commodities contracts that create similar obligations, nor hypothecate any securities carried in the Securities Account. Securities Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff it may have or hereafter acquire against the Securities Account Cash Collateral Account, the Cash Collateral or any other financial asset carried in the Securities Cash Collateral Account or any free credit balance in the Securities Cash Collateral Account and agrees that, except for payment of (i) its customary fees and commission pursuant to the Account Agreement and its customary fees and (ii) the amount of payment owed to Intermediary for open trade commitments with respect to the Securities Account, that it will not assert any such lien, encumbrance, claim or right against the Securities Account Cash Collateral Account, the Cash Collateral or any other financial asset carried in the Securities Cash Collateral Account or any credit balance in the Cash Collateral Account without the written consent of the Lessor. Notwithstanding the foregoing, the Securities AccountIntermediary shall be permitted from time to time to debit the Cash Collateral Accounts for any of its customary charges for maintaining such Cash Collateral Accounts or reimbursement for the reversal of any provisional credits granted by the Securities Intermediary, to the extent, in each case, that the Lessor has not separately paid or reimbursed the Securities Intermediary therefor. Without the prior written consent of the Lessor and the Lessee, Securities Intermediary will not agree execute and deliver, or otherwise become bound by, any agreement (i.e., a control agreement) under which Securities Intermediary agrees with any person other than a Collateral Agent third party hereto or, subject to the terms hereof, the Customer or Lessee that Securities Intermediary will comply with entitlement orders concerning the Securities Cash Collateral Account originated by such other personthird party or Lessee.